What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-08 · 399 added, 406 removed, 659 unchanged (55% of the section changed)

2 unchanged sentences

(in thousands, except share amounts)

September 30,

Cash and cash equivalents

24 unchanged sentences

510,000,000 shares authorized;

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

85,390,589 issued and 75,816,282 outstanding as of March 31, 2025, and 75,974,076 issued and 67,614,875 outstanding as of December 31, 2024, respectively

Class B common stock, $ 0.001 par value;

180,000,000 shares authorized;

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

34,745,340 shares issued and 34,621,889 shares outstanding as of March 31, 2025, and 43,584,893 shares issued and 43,461,442 shares outstanding as of December 31, 2024, respectively

Treasury stock

7 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Management and advisory fees

10 unchanged sentences

INCOME FROM OPERATIONS

OTHER (EXPENSE)/ INCOME

OTHER (EXPENSE)/LOSS

Interest expense, net

Other income/(loss)

Total other (expense)

Net income/(loss) before income taxes

Net income 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

net income attributable to noncontrolling interests in P10 Intermediate

NET INCOME ATTRIBUTABLE TO P10

Earnings per share

Basic earnings per share

Diluted earnings per share

Weighted average shares outstanding, basic

12 unchanged sentences

Exchange of Class B common stock for Class A common stock

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

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

Exercise of stock options

Repurchase of common stock for employee tax withholding and strike price

Stock repurchase

Accrual for excise tax associated with stock repurchases

Distribution to non-controlling interests, net

Distributions to non-controlling interests, net

Dividends declared

1 unchanged sentence

Balance at March 31, 2024

Stock-based compensation

Issuance of restricted stock units

Exchange of Class B common stock for Class A common stock

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

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

Distribution to non-controlling interests, net

Dividends declared

Dividends paid per share $ 0.03

Balance at June 30, 2023

Stock-based compensation

Issuance of restricted stock awards

Exchange of Class B common stock for Class A common stock

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

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

Distributions to non-controlling interests, net

Dividends paid per share $ 0.03

Balance at September 30, 2023

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

Common Stock - Class A

8 unchanged sentences

Exercise of stock options

Repurchase of common stock for employee tax witholding and strike price

Stock repurchase

Accrual for excise tax associated with stock repurchases

Distribution to non-controlling interests, net

Dividends declared

Dividends paid per share $ 0.03

Balance at March 31, 2024

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 and strike price

Stock repurchase

Accrual for excise tax associated with stock repurchases

Distribution to non-controlling interests, net

Dividends declared

Dividends paid per share $ 0.04

Balance at June 30, 2024

Stock-based compensation

Exchange of Class B common stock for Class A common stock

Exercise of stock options

Repurchase of common stock for employee tax witholding and strike price

Repurchase of common stock for employee tax withholding and strike price

Stock repurchase

3 unchanged sentences

Dividends paid per share $ 0.04

Balance at September 30, 2024

Balance at March 31, 2025

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

1 unchanged sentence

(Unaudited, in thousands)

For the Nine Months

Ended September 30,

For the Three Months

Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Net income/(loss)

Adjustments to reconcile net income to net cash provided by operating

Adjustments to reconcile net income to net cash (used in) provided by operating

Stock-based compensation

2 unchanged sentences

Amortization of debt issuance costs and debt discount

(Income)/loss from unconsolidated subsidiaries

Loss/(Income) from unconsolidated subsidiaries

Deferred tax expense

Loss on extinguishment of debt

Remeasurement of contra-revenue put option

Amortization of contingent payment to customers

12 unchanged sentences

Lease liabilities

Net cash provided by operating activities

Net cash (used in) provided by operating activities

CASH FLOWS USED IN INVESTING ACTIVITIES

Purchase of intangible assets

Funding of notes receivable

10 unchanged sentences

Repurchase of Class A common stock for employee tax withholding

Repurchase of Class B common stock

Payment of contingent consideration

1 unchanged sentence

Distributions to non-controlling interests

Debt issuance costs

Net cash used in financing activities

Net cash provided by (used in) financing activities

Net change in cash, cash equivalents and restricted cash

4 unchanged sentences

(Unaudited, in thousands)

For the Nine Months

Ended September 30,

For the Three Months

Ended March 31,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

4 unchanged sentences

Additions to lease liabilities

Dividends declared

RECONCILIATION OF CASH, CASH EQUIVALENTS AND

20 unchanged sentences

(“Five Points”), TrueBridge Capital Partners, LLC (“TrueBridge”), Enhanced Capital Group, LLC (“ECG”), Bonaccord Capital Advisors, LLC ("Bonaccord"), Hark Capital Advisors, LLC ("Hark"), P10 Advisors, LLC ("P10 Advisors"), and Western Technology Investment Advisors LLC ("WTI").

Prior to November 19, 2016, P10, formerly Active Power, Inc., designed, manufactured, sold, and serviced flywheel-based uninterruptible power supply products and serviced modular infrastructure solutions.

Prior to November 19, 2016, P10, formerly Active Power, Inc.

designed, manufactured, sold, and serviced flywheel-based uninterruptible power supply products and serviced modular infrastructure solutions.

On November 19, 2016, we completed the sale of substantially all our assets and liabilities and operations to Langley Holdings plc, a United Kingdom public limited company.

35 unchanged sentences

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

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

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

This is recorded as noncontrolling interests on the Consolidated Balance Sheets.

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

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.

During 2022, the Board approved a program to repurchase up to $ 40.0 million of outstanding shares of our Class A and Class B common stock.

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

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

As of March 31, 2025 , no units have been exchanged into shares of P10 Class A common stock.

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

As of March 31, 2025, and December 31, 2024 , the Board has approved $ 132.0 million and $ 92.0 million, respectively, for share 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 September 30, 2024, $ 78.1 million has been spent to buy back shares under this program.

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

Alpert and Mr.

Webb (each, a "Transition Agreement").

Pursuant to the Transition Agreements, Mr.

Alpert and Mr.

Webb ceased to serve as Co-Chief Executive Officer, and Mr.

Alpert and Mr.

Webb were appointed as Executive Chairman and Executive Vice Chairman, respectively, for a one-year period.

Additionally, Mr.

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.

Sarsfield III as Chief Executive Officer ("CEO") of the Company.

In connection with his appointment as CEO, the Company entered into an employment agreement with Mr.

Sarsfield (the "Employment Agreement") setting forth the terms of his employment and compensation.

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

Effective June 14, 2024, Mr.

Alpert resigned as Executive Chairman and Chairman of the Board and the board of the Company appointed CEO and President 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.

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

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

See Note 15 for further information.

Notes to Consolidated Financial Statements

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

As of March 31, 2025, $ 103.5 million has been spent to buy back shares under this program and there is $ 28.5 million remaining for authorized repurchases under this program.

Significant Accounting Policies

4 unchanged sentences

All intercompany transactions and balances have been eliminated upon consolidation.

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

The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year ended December 31, 2025.

Principles of Consolidation

3 unchanged sentences

(a) direct or indirect ability to make decisions, (b) obligation to absorb expected losses or (c) right to receive expected residual returns.

A VIE must be evaluated quantitatively and qualitatively to determine the primary beneficiary, which is the reporting entity that has (a) the power to direct activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Notes to Consolidated Financial Statements

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

VIE that could potentially be significant to the VIE.

The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

4 unchanged sentences

Primarily due to the governance structure at subsidiaries, the Company has determined that certain of its subsidiaries are VIEs, and that the Company is the primary beneficiary of the entities, because it has the power to direct activities of the entities that most significantly impact the VIE’s economic performance and has a controlling financial interest in each entity.

Accordingly, the Company consolidates these entities, which includes P10 Intermediate, Holdco, RCP 2, RCP 3, TrueBridge, Bonaccord, Hark, and WTI.

The assets and liabilities of the consolidated VIEs are presented on a gross basis in the Consolidated Balance Sheets.

2 unchanged sentences

Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest or other means.

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 presentations.

Use of Estimates

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

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

Notes to Consolidated Financial Statements

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

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

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

Actual results could differ from those estimates.

1 unchanged sentence

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

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

As of March 31, 2025, and December 31, 2024, cash equivalents include money market funds of $ 57.3 million and $ 41.3 million, respectively, which approximates fair value.

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

3 unchanged sentences

Restricted Cash

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

Restricted cash as of March 31, 2025 and December 31, 2024 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.

5 unchanged sentences

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 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.

Additionally, fees owed to the Company for the advisory agreement entered into upon the closing of the acquisitions of ECG 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 to Consolidated Financial Statements

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

Notes Receivable

Notes receivable is related to contractual amounts owed from signed, secured promissory notes with BCP Partners Holdings, LP ("BCP") as well as certain employees.

Notes receivable is primarily related to contractual amounts owed from signed, secured promissory notes with BCP Partners Holdings, LP ("BCP") as well as certain employees.

In addition to contractual amounts, borrowers are obligated to pay interest on outstanding amounts.

5 unchanged sentences

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;

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

based on actual historical losses, current conditions, and reasonable and supportable forecasts;

accordingly, no allowances have been established as of March 31, 2025 and December 31, 2024 .

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

Notes to Consolidated Financial Statements

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

Prepaid Expenses and Other Assets

1 unchanged sentence

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

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

As of March 31, 2025 and December 31, 2024, respectively, there is $ 6.5 million and $ 0 within prepaid expenses and other assets on the Consolidated Balance Sheets associated with allocable state tax credits purchases.

Investment in Unconsolidated Subsidiaries

15 unchanged sentences

The estimated useful lives of the various assets are as follows:

Notes to Consolidated Financial Statements

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

Computers and purchased software

8 unchanged sentences

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

Notes to Consolidated Financial Statements

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

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

10 unchanged sentences

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.

Refer to Note 13 for further information.

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.

Refer to Note 13 f or further information .

Goodwill and Intangible Assets

Notes to Consolidated Financial Statements

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

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

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

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

As of March 31, 2025, goodwill recorded on our Consolidated Balance Sheets relates to prior acquisitions.

As of March 31, 2025, the intangible assets are comprised of indefinite-lived intangible assets and finite-lived intangible assets related to prior acquisitions.

Indefinite-lived intangible assets and goodwill are not amortized.

7 unchanged sentences

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

Notes to Consolidated Financial Statements

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

Contingent Consideration

1 unchanged sentence

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

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

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

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.

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.

3 unchanged sentences

Noncontrolling Interests

Noncontrolling interests ("NCI") reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and employees in certain consolidated subsidiaries that are not 100% owned by the Company.

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.

Noncontrolling interests ("NCI") reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders and certain WTI employees that are not 100% owned by the Company.

Noncontrolling interests is presented as a separate component in our Consolidated Balance Sheets to clearly distinguish between our interests and the economic interests 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 income attributable to holders of non-controlling interest.

3 unchanged sentences

At the date of subsequent reissuance, the treasury stock account is reduced by the cost of such stock using the average cost method.

Notes to Consolidated Financial Statements

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

Fair Value Measurements

1 unchanged sentence

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

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

As of March 31, 2025 and December 31, 2024, we used the following valuation techniques to measure fair value for assets and there were no changes to these methodologies during the periods presented:

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

1 unchanged sentence

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

Notes to Consolidated Financial Statements

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

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

3 unchanged sentences

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

See Note 12 for further details.

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

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

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

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

See Note 10 for additional information.

See Note 12 for further details on the Advisory Agreements.

The Company had 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.

The contingent consideration was considered fully earned and was paid on January 24, 2025.

As of December 31, 2024, the value was carried at the full balance of unpaid contingent consideration and is no longer subject to fair value measurements.

See Note 10 fo r additional information.

Revenue Recognition

7 unchanged sentences

For asset management and advisory services, the Company typically satisfies its performance obligations over time as the services are provided as a distinct series of daily performance obligations that the customer simultaneously benefits from as they are performed.

Asset management fees are based on the contractual terms of each contract which differ, such as fees calculated based on committed capital or deployed capital, fees initially calculated based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term, fees that step down during specified periods of the fund's term, or in limited instances, fees based on assets under management.

Asset management fees and advisory service fees are based on the contractual terms of each contract which differ, such as fees calculated based on committed capital or deployed capital, fees initially calculated based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term, fees that step down during specified periods of the fund's term, or in limited instances, fees based on assets under management.

At contract inception, no revenue is estimated as the fees are dependent variable amounts which are susceptible to factors outside of our control.

1 unchanged sentence

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

Notes to Consolidated Financial Statements

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

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

3 unchanged sentences

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

Notes to Consolidated Financial Statements

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

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

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

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 a 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.

18 unchanged sentences

See Note 16 for additional information.

Notes to Consolidated Financial Statements

(Unaudited, 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.

5 unchanged sentences

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

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

Notes to Consolidated Financial Statements

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

at the fair market value on the grant date.

Stock compensation expense for awards that cliff-vest after a service period or both a service condition and a performance condition that is likely to be met 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, 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.

4 unchanged sentences

Unvested units are remeasured quarterly against performance metrics as a liability on the Consolidated Balance Sheets.

Refer to Note 15 for further discussion.

Forfeitures are recognized as they occur.

Refer to Note 15 for further discussion.

Segment Reporting

According to ASC 280, Segment Reporting , 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 (our Chief Executive Officer) evaluates financial performance and makes decisions regarding the allocation of resources.

According to ASC 280, S egment 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.

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

8 unchanged sentences

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

(Unaudited, 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.

7 unchanged sentences

For business acquisitions, the Company recognizes the fair value of goodwill and other acquired intangible assets, and estimated contingent consideration at the acquisition date as part of purchase price.

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

These non-recurring fair value measurement are based on unobservable (Level 3) inputs.

Dividends are reflected in the consolidated financial statements when declared.

Notes to Consolidated Financial Statements

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

Recent Accounting Pronouncements

Pronouncements Recently Adopted

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.

The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

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

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

Pronouncements Not Yet Adopted

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.

Effective January 1, 2024, the Company adopted ASU 2024-01, Compensation - Stock Compensation (Topic 718)- Scope Application of Profits Interest and Similar Awards ("ASU 2024-01"), which is intended to reduce the complexity in determining whether a profits interest award is subject to Topic 718.

The adoption of the update did not have an impact on the Company's consolidated financial statements.

Effective January 1, 2024, the Company adopted 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.

The standard also permits disclosure of more than one measure of segment profit.

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

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

The Company included the additional required disclosures above in the consolidated financial statements.

Refer to Note 17.

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

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

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

The following presents revenues disaggregated by product offering:

The Company plans to include expanded disclosures beginning with its annual report on Form 10-K for the year ending December 31, 2025.

Pronouncements Not Yet Adopted

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.

Notes to Consolidated Financial Statements

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

The following presents revenues disaggregated by nature:

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Management fees

3 unchanged sentences

Total revenues

Contract Liabilities

Our contract liabilities represent deferred revenue.

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

We recognized $ 11.5 million of revenue for the three months ended March 31, 2025 that was included in the contract liabilities balance as of December 31, 2024 .

Strategic Alliance Expense

2 unchanged sentences

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

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

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

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

Notes to Consolidated Financial Statements

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

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

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.

For the three months ended March 31, 2025 and 2024, the strategic alliance expense reported was $ 0.7 million and $ 0.6 million, respectively.

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

After the final closing of Bonaccord Fund II ("Fund II"), the third-party had 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 could acquire 10 basis points up to a maximum of 5 % equity in Bonaccord.

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

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

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

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.

The maximum commitment requirement has been met and Fund II reached the final close on December 24, 2024.

Effective April 1, 2025 , the third-party exercised their option to acquire equity in Bonaccord which entitles them to receive the distributions of net management fee earnings by the percentage acquired.

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

This commitment has not yet been met as of March 31, 2025 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.

1 unchanged sentence

Notes Receivable

The Company has two significant 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 $ 5.0 million was drawn as of September 30, 2024 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.

3 unchanged sentences

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

As of March 31, 2025 , the full

Notes to Consolidated Financial Statements

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

$ 5.0 million has been drawn and the balance outstanding is $ 5.1 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.

1 unchanged sentence

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

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

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

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

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

As of March 31, 2025, 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 and certain general partners to lend funds to pay general partners commitments to certain funds managed by Bonaccord.

The notes provides an aggregate maximum facility of $ 4.0 million and are collateralized by such general partners' interest in the funds with a maturity date of September 26, 2034 .

The notes accrue interest at SOFR plus 2.10% and are payable quarterly , 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 March 31, 2025, the balance outstanding is $ 1.2 million, which includes unpaid accrued interest added to the outstanding principal balance.

As of March 31, 2025 and December 31, 2024, the total notes receivable balance associated with these notes was $ 7.4 million and $ 7.5 million, respectively.

The Company recognized interest income of $ 0.1 million and $ 0.1 million for the three months ended March 31, 2025 and 2024 , respectively.

Variable Interest Entities

Consolidated VIEs

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 $ 581.2 million and $ 579.4 million as of September 30, 2024 and December 31, 2023 , respectively.

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

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

VIEs consist of certain operating entities not wholly owned by the Company as listed in Note 1.

The assets of the consolidated VIEs totaled $ 598.9 million and $ 587.9 million as of March 31, 2025 and December 31, 2024, respectively.

The liabilities of the consolidated VIEs totaled $ 488.5 million and $ 463.3 million a s of March 31, 2025 and December 31, 2024, respectively.

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

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

Notes to Consolidated Financial Statements

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

With the exception of the Company's credit facilities, 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

6 unchanged sentences

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

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

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

As of March 31, 2025, investment in unconsolidated subsidiaries totaled $ 2.7 million, of which $ 0.8 million related to RCP's investment in a privately held investment manager, $ 1.8 million related to ECG’s asset management businesses, and $ 0.1 million related to ECG’s tax credit finance businesses.

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.

Notes to Consolidated Financial Statements

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

Property and Equipment

Property and equipment consist of the following:

As of September 30,

As of March 31,

As of December 31,

5 unchanged sentences

Goodwill and Intangibles

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

Changes in goodwill for the three months ended March 31, 2025 are as follows:

Balance at December 31, 2024

Increase from acquisitions

Balance at September 30, 2024

Balance at March 31, 2025

Intangibles consists of the following:

As of September 30, 2024

As of March 31, 2025

Gross Carrying

5 unchanged sentences

Total intangible assets

Notes to Consolidated Financial Statements

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

As of December 31, 2024

6 unchanged sentences

Total intangible assets

Notes to Consolidated Financial Statements

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

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

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

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

The amortization expense for each of the next five years and thereafter are as follows:

2 unchanged sentences

Financial Instruments not recognized at Fair Value

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

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 September 30, 2024

As of March 31, 2025

As of December 31, 2024

4 unchanged sentences

Debt Obligations

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

Earnouts associated with the acquisitions of Bonaccord and Hark

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

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

Payments are made after each close.

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

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

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

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

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

Notes to Consolidated Financial Statements

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

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

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

As of March 31, 2025 and December 31, 2025, debt obligations' carrying value approximates fair value.

Earnouts associated with the acquisitions of Bonaccord

Included in total consideration of the acquisition of Bonaccord was 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 was required to be paid by October 2027, at which point the earnout expires.

Payments were made after each fund close.

As of March 31, 2025 , the full $ 20.0 million earnout payment had been earned and paid, of which $ 2.2 million was paid in the three months ended March 31, 2025.

Total remeasurement expense recognized for both the three months ended March 31, 2025 and March 31, 2024 was $ 0 .

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

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

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

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

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

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

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

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

As of December 31, 2023

Contingent consideration obligation

Total liabilities

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

As of March 31, 2025 , there were no remaining liabilities.

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

Contingent Consideration Liability

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Balance, beginning of year:

2 unchanged sentences

Balance, end of period:

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

Notes to Consolidated Financial Statements

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

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;

2 unchanged sentences

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

Notes to Consolidated Financial Statements

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

Debt Obligations

Debt obligations consists of the following:

September 30,

Revolver facility

4 unchanged sentences

Total debt obligations, net

September 30, 2024

The principal balance consists of the following tranches:

As of March 31, 2025

Principal Amount

Rate Expiration Date

Revolver - Tranche 1

Revolving Credit Facility and Term Loan

4 unchanged sentences

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 a split of $ 87.5 million worth of term loan and $ 37.5 million of revolver .

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 secured term loan facility in the amount of $ 325 million (the "New Term Loan" and, together with the New Revolving Facility, the "New Credit Facilities").

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

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

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

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

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

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

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

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

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

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

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

The New Revolving Credit Facility has no contractual principal repayments until maturity, which is

Notes to Consolidated Financial Statements

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

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

August 1, 2028 for both facilities.

As of March 31, 2025, P10 was in compliance with its financial and other covenants required under the facility.

For the three months ended March 31, 2025 and March 31, 2024 , $ 6.0 million and $ 5.4 million of interest expense was incurred, respectively.

Future principal maturities of debt as of March 31, 2025 are as follows:

Related Party Transactions

3 unchanged sentences

This contributed an additional $ 3.4 thousand monthly.

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

P10 has paid $ 0.1 million and $ 0.1 million in rent to 210 Capital, LL C for the three months ended March 31, 2025 and March 31, 2024, respectively.

As of both December 31, 2024 and March 31, 2025, 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.

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

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

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

As of March 31, 2025, the total accounts receivable from the Funds totaled $ 33.1 million , of which $ 18.1 million related to fees earned but not yet received and $ 15.0 million related to reimbursable expenses.

As of December 31, 2024 , the total accounts receivable from the Funds totaled $ 42.5 million, of which $ 30.4 million related to fees earned but not yet received and $ 12.1 million related to reimbursable expenses.

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 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.

Upon the closing of the Company’s acquisition of ECG, 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.

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

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

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

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

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

As of March 31, 2025 , 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 $ 39 thousand for the three months ended March 31, 2025 .

No significant financing components were identified for the three months ended March 31, 2024.

As of March 31, 2025, the total contractual advisory fees are $ 119.6 million over e leven years inclusive of new projects added since inception.

These agreements are subject to customary termination provisions.

Since inception, $ 82.8 million of the total $ 119.6 million advisory fees have been recognized as revenue.

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

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

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

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

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

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

There was $ 36.8 million in remaining performance obligations related to these agreements, which will be recognized between April 1, 2025 and March 31, 2032.

For the three months ended March 31, 2025 and March 31, 2024 , advisory fees earned or recognized under this agreement were $ 3.4 million and $ 4.2 million, respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations.

As of March 31, 2025 and December 31, 2024

Notes to Consolidated Financial Statements

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

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

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

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

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

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

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.

, the associated receivable was $ 69.2 million and $ 65.8 million and is included in due from related parties on the Consolidated Balance Sheets.

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

Revenues from interest were $ 0.3 million and $ 0.2 million for the three months ended March 31, 2025 and March 31, 2024, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

As of March 31, 2025 and December 31, 2024 , the associated interest receivable was $ 2.6 million and $ 2.2 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.

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

(“ECH”), immediately became effective.

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

The Company recognized $ 2.5 million and $ 3.2 million for the three months ended March 31, 2025 and March 31, 2024, respectively, related to this agreement within compensation and benefits in our Consolidated Statements of Operations.

As of March 31, 2025 and December 31, 2024 , the associated accrual was $ 0.4 million and $ 3.4 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 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.

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

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

In relation to the strategic partnership with Crossroads effective September 10, 2021 and the Crossroads Advisory Agreement, t he Company recognized $ 0 and $ 2.2 million for the three months ended March 31, 2025 and March 31, 2024, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

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

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

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

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

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

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

Additional Secured Promissory Notes were signed with certain Bonaccord employees on October 13, 2023.

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

The Company recognizes an annual fee from the funds of $ 20 thousand of which $ 5 thousand and $ 5 thousand have been recognized for the three months ended March 31, 2025 and March 31, 2024, 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.

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.

The Company has Advance Agreements and Secured Promissory Notes with BCP, an entity that was formed by employees of the Company, and certain Bonaccord employees.

For details, see Note 5 .

Commitments and Contingencies

Notes to Consolidated Financial Statements

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

Operating Leases

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These lease agreements provide for various renewal options.

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

Rent expense for the various leased office space and equipment was approximately $ 1.3 million for the three months ended March 31, 2025 and $ 1.0 million for the three months ended March 31, 2024.

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

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

Notes to Consolidated Financial Statements

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

The following table presents information regarding the Company’s operating leases as of March 31, 2025:

Operating lease right-of-use assets

Operating lease liabilities

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

Net cash paid during the three months ended March 31, 2025 for operating lease liabilities

Weighted-average remaining lease term (in years)

Weighted-average discount rate

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

The future contractual lease payments as of March 31, 2025 are as follows:

Total undiscounted lease payments

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

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

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

As of March 31, 2025, the Company has determined that only the first two EBITDA hurdles are probable of being achieved.

For the three months ended March 31, 2025 and March 31, 2024, $ 3.0 million and $ 3.0 million of expense was recognized, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations.

As of March 31, 2025 and December 31, 2024, the balance was $ 41.5 million and $ 38.5 million, respectively, which is included in accrued compensation and benefits in the Consolidated Balance Sheets.

No payments have been made on the earnout.

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In connection with the acquisition of WTI, certain employees entered into employment agreements.

As part of these employment agreements, certain employees may receive a one-time bonus payment if the employee is employed by the Company as of the fifth anniversary of the effective date and the trailing-twelve month EBITDA of WTI at that time is equal to or greater than $ 20.0 million.

Notes to Consolidated Financial Statements

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

to or greater than $ 20.0 million.

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, the fifth anniversary of the effective date.

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

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

For the three months ended March 31, 2025 and March 31, 2024, the Company recognized $ 0.5 million and $ 0.5 million of expense, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations.

As of March 31, 2025 and December 31, 2024, the balance was $ 4.9 million and $ 4.4 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheets.

Revenue Share Arrangement

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

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

Notes to Consolidated Financial Statements

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

revenue share to ECG at a set multiple.

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.

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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 term of the revenue share agreements.

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

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

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

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

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

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

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

The severance payment was made in May 2024.

Purchase Agreement

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

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

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

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

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

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

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

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

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

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 March 31, 2025, 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 March 31, 2025 and December 31, 2024, the associated liabilities were $ 13.8 million and $ 13.8 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets.

The associated contingent payments to customers assets were $ 9.9 million and $ 10.0 million as of March 31, 2025 and December 31, 2024, respectively.

The Company recognized $ 0.1 million and $ 0.4 million of amortization of contingent payments to customers for the three months ended March 31, 2025 and March 31, 2024, 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 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 March 31, 2025 and December 31, 2024, the associated liabilities were $ 10.4 million and $ 10.1 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets.

There was $ 0.3 million and no expense recognized for the three months ended March 31, 2025 and March 31, 2024, respectively, which was included in other income on the Consolidated Statements of Operations.

The Company will reassess each period and recognize all changes.

Contingencies

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

To the extent that information

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

Based on these methodologies, the Company’s effective income tax rate was 5.34 % and 25.11 % for the three months ended March 31, 2025 and 2024, respectively.

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

Notes to Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

As of March 31, 2025, the Company has recorded a $ 12.8 million valuation allowance against deferred tax assets, primarily related to a note impairment.

There was no change to the valuation allowance during the period.

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

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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.

Starting with options granted in 2024 under the Plan, vesting 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.

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.

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

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

As of March 31, 2025, there are 7,890,978 shares available for grant under the Plan.

Notes to Consolidated Financial Statements

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

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

A summary of stock option activity for the three months ended March 31, 2025 is as follows:

Weighted Average

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Expired/Forfeited

Outstanding as of September 30, 2024

Exercisable as of September 30, 2024

Outstanding as of March 31, 2025

Exercisable as of March 31, 2025

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.

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.

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.

1 unchanged sentence

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

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

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

The stock-based compensation expense for stock options was $ 2.3 million and $ 2.8 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

The total associated income tax benefit was $ 2.4 million and $ 2.3 million for the three months ended March 31, 2025 and 2024, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of March 31, 2025 was $ 31.4 million and is expected to be recognized over a weighted average period of 2.96 years.

Any future forfeitures will impact this amount.

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

For the Nine Months Ended September 30,

The weighted average assumptions used in calculating the fair value of stock options granted during the three months ended March 31, 2025 and March 31, 2024 were as follows:

For the three months ended March 31,

Expected life (in years)

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

When RSAs vest, the awards 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 $ 0.2 million and $ 0.1 million for the three months ended March 31, 2025 and 2024 , respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

There was no associated income tax benefit for the three months ended March 31, 2025 and 2024, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested RSAs as of March 31, 2025 was $ 0.2 million and is expected to be recognized over a weighted average period of 0.21 years.

Any future forfeitures will impact this amount.

Notes to Consolidated Financial Statements

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

Weighted-Average Grant

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Outstanding as of December 31, 2024

Outstanding as of September 30, 2024

Notes to Consolidated Financial Statements

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

Outstanding as of March 31, 2025

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

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

Most 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.

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.

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 Bonaccord, and Executive Market Units, which are discussed in more detail below.

The stock-based compensation expense for RSUs excluding the Bonaccord, Executive Transition, and Executive Market Units, which are discussed in more detail below, was $ 3.4 million and $ 2.5 million for the three months ended March 31, 2025 and 2024, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

The total associated income tax benefit was $ 9.1 million and $ 5.0 million for the three months ended March 31, 2025 and 2024, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested RSUs as of March 31, 2025 was $ 15.3 million and is expected to be recognized over a weighted average period of 1.03 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.

The Bonaccord Units may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by any grantee until it has become vested.

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

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

Future vested tranches will be settled in cash.

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

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

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

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.

All Hark Units have vested and been issued.

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

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

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

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 March 31, 2025 , certain performance metrics have been met and specific employees have earned and been paid $ 17.5 million in value, of which $ 6.6 million was settled in shares and $ 10.9 million was settled in cash.

An expense of $ 0 and $ 0.4 million has been recorded for the three months ended March 31, 2025 and March 31, 2024, respectively, on the Consolidated Statements of Operations.

The income tax benefit associated with the Bonaccord Units was $ 4.0 million and $ 0.8 million for the three months ended March 31, 2025 and 2024, respectively.

On October 23, 2023, the Company transitioned from their former co-CEOs to our current CEO ("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.

The award has a stated value of $ 4.0 million and will be issued in $ 1.0 million increments quarterly beginning on October 20, 2023 and at the start of each of the following three quarters.

Each $ 1.0 million increment will vest one year following issuance.

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

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

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

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

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

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, 2024, all Executive Transition Units have vested and been issued.

No stock compensation expense for these units was incurred for the three months ended March 31, 2025.

For the three months ended March 31, 2024, $ 0.6 million of stock compensation was recognized on the Consolidated Statements of Operations.

There was no associated income tax benefit for the Executive Transition Units for the three months ended March 31, 2025 and 2024.

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

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

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

The RSUs shall vest ratably on the third, fourth, and fifth anniversaries of the executive's start date, provided that no such units shall vest earlier than the first anniversary of the applicable issuance date of such units.

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

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

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

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

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

The Executive Market Units may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of

Notes to Consolidated Financial Statements

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

by any grantee until they have become vested.

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

As of March 31, 2025 , no ne of the Executive Market Units have vested.

For the three months ended March 31, 2025 and March 31, 2024, respectively, $ 0.7 million and $ 0.7 million of stock compensation was recognized on the Consolidated Statements of Operations.

There was no associated income tax benefit for the three months ended March 31, 2025 and 2024.

The unrecognized expense associated with the Executive Market Units was $ 6.9 million as of March 31, 2025.

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

4 unchanged sentences

Expected dividend yield

The below table excludes Executive Market Units that the market conditions have not been satisfied, Executive Transition Units that have not vested and are recorded as a liability, 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.

The below table excludes Executive Market Units that the market conditions have not been satisfied.

Weighted-Average Grant

1 unchanged sentence

Outstanding as of December 31, 2024

Outstanding as of September 30, 2024

Outstanding as of March 31, 2025

Earnings Per Share

2 unchanged sentences

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

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

For the three months ended March 31, 2025 and March 31, 2024, diluted EPS also reflects the potential dilution that could occur assuming that all units in P10 Intermediate that were granted as a result of the WTI acquisition are converted to shares of Class A common stock.

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

5 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Numerator for basic calculation—Net income/(loss)

Ended March 31,

Numerator for basic calculation—Net income

attributable to P10

Adjustment for:

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

Numerator for earnings/(loss) per share

Numerator for earnings/(loss) per share assuming dilution

Net income attributable to noncontrolling interests in P10 Intermediate

Numerator for earnings per share

Numerator for earnings per share assuming dilution

Denominator for basic calculation—Weighted-

3 unchanged sentences

options and vesting of restricted stock units

Denominator for earnings/(loss) per share assuming dilution

Earnings/(loss) per Class A share—basic

Earnings/(loss) per Class A share—diluted

Earnings/(loss) per Class B share—basic

Earnings/(loss) per Class B share—diluted

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

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

Denominator for earnings per share assuming dilution

Earnings per Class A share—basic

Earnings per Class A share—diluted

Earnings per Class B share—basic

Earnings per Class B share—diluted

The computations of diluted earnings per share on a weighted average basis would exclude 4.7 million options for the three months ended March 31, 2025, and 12.0 million options for the three months ended March 31, 2024 , respectively, because the options were anti-dilutive.

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

No individual client constituted more than 10% of the Company's total revenues for the three months ended March 31, 2025 and 2024 .

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

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.

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 three months ended March 31, 2025 and 2024 , 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 three months ended March 31, 2025 and 2024.

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

As of March 31, 2025 and December 31, 2024 , 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 March 31, 2025 and December 31, 2024.

Notes to Consolidated Financial Statements

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

Significant Segment Expense

The following table presents information about reported segment revenue, segment profit or loss, and significant segment expenses for the three months ended March 31, 2025 and 2024:

For the three months ended March 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)

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

(2) M anagement 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 three months ended March 31, 2025 and 2024:

For the three months ended March 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.

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 three months ended March 31, 2025 and 2024:

For the three months ended March 31,

Professional fees

One-time expenses (1)

Professional fees, net of one-time expenses

Notes to Consolidated Financial Statements

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

(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) one-time advisory services related to technical accounting matters.

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 three months ended March 31, 2025 and 2024:

For the three months ended March 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 income and was $ 0.4 million an $ 0.2 million for the three months ended March 31, 2025 and 2024 , respectively.

Subsequent Events

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

Robert Alpert and C.

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

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

On May 8, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $ 0.0375 per share of Class A and Class B common stock, payable on June 20, 2025, to the holders of record as of the close of business on May 30, 2025.

On April 4, 2025 (the "Closing Date"), the Company completed the previously announced acquisition of all of the issued and outstanding equity interests of Qualitas Equity Funds SGEIC, S.A.

("Qualitas") in accordance with the terms and conditions of the previously announced equity purchase agreement between the Company, Qualitas, Qualitas Funds Holdco, S.L.

("Seller"), Sergio Garcia Huertas and Eric Todd Halverson.

The purchase price for Qualitas consisted of $ 42.3 million in cash, 2,068,794 shares of Class A Common Stock, of which 1,669,990 shares were delivered on the Closing Date and up to an additional 398,804 shares potentially delivered upon the lapse of the holdback period, and up to an additional € 31.7 million in consideration based on a run-rate net revenue as of December 31, 2027 from new funds for Qualitas raised after the acquisition.

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

Effective April 1, 2025, Bonaccord and RCP 2 entered into an Unit Purchase Agreement with the third-party investor with whom Bonaccord had entered into a SAA in connection with the Bonaccord acquisition.

Through the Unit Purchase Agreement, the third party investor exercised its option to acquire 5 % of the equity interests in Bonaccord related to the final closing of Fund II described in Note 4 at a net cash purchase price of $ 1.2 million.

Additionally, the third-party investor exchanged its existing right to receive 15 % of the net management fee earnings as described in Note 4 into 15 % of the equity interests in Bonaccord.

In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after March 31, 2025 , the Consolidated Balance Sheets date, through the date the Consolidated Financial Statements

Notes to Consolidated Financial Statements

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

were issued, and determined there have been no additional events or transactions that would materially impact the Consolidated Financial Statements.

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

What changed 10-Q

Item 1. Financial Statements