What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-08 compared with 2025-05-08 · 436 added, 256 removed, 802 unchanged (46% of the section changed)

23 unchanged sentences

Lease liabilities

Deferred tax liabilities, net

Debt obligations

3 unchanged sentences

510,000,000 shares authorized;

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

89,916,171 issued and 77,840,781 outstanding as of June 30, 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;

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

32,158,937 shares issued and 32,035,486 shares outstanding as of June 30, 2025, and 43,584,893 shares issued and 43,461,442 shares outstanding as of December 31, 2024, respectively

Treasury stock

1 unchanged sentence

Accumulated deficit

Accumulated other comprehensive income

Noncontrolling interests

4 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Management and advisory fees

10 unchanged sentences

INCOME FROM OPERATIONS

OTHER (EXPENSE)/LOSS

OTHER (EXPENSE)/INCOME

Interest expense, net

Other (loss)/income

Total other (expense)

1 unchanged sentence

Income tax expense

net income attributable to noncontrolling interests in P10 Intermediate

net income attributable to noncontrolling interests

NET INCOME ATTRIBUTABLE TO P10

5 unchanged sentences

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

Consolidated Statements of Comprehensive Income

(Unaudited, in thousands)

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Other comprehensive income, net of tax

Foreign currency translation

Total other comprehensive income, net of tax

Comprehensive income

Comprehensive income attributable to noncontrolling interests

Total comprehensive income attributable to P10

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

Consolidated Statements of Changes in Equity

3 unchanged sentences

Treasury stock

Accumulated Other

Non Controlling

Paid-in-capital

Comprehensive Income

Balance At December 31, 2023

10 unchanged sentences

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 withholding and strike price

Stock repurchase

Accrual for excise tax associated with stock repurchases

Distributions to non-controlling interests, net

Dividends declared

Dividends paid per share $ 0.04

Balance at June 30, 2024

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

Common Stock - Class A

1 unchanged sentence

Treasury stock

Accumulated Other

Non Controlling

Paid-in-capital

Comprehensive Income

Balance at December 31, 2024

10 unchanged sentences

Balance at March 31, 2025

Other comprehensive Income

Stock-based compensation

Issuance of equity consideration related to acquisition

Issuance of restricted stock awards

Exchange of Class B common stock for Class A common stock

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

Issuance of noncontrolling interests

Distributions to non-controlling interests, net

Dividends paid per share $ 0.04

Balance at June 30, 2025

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

1 unchanged sentence

(Unaudited, in thousands)

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

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

Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation

2 unchanged sentences

Amortization of debt issuance costs and debt discount

Loss/(Income) from unconsolidated subsidiaries

Income from unconsolidated subsidiaries

Deferred tax expense

Loss on issuance of noncontrolling interests

Remeasurement of contra-revenue put option

13 unchanged sentences

Lease liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

CASH FLOWS USED IN INVESTING ACTIVITIES

Acquisitions, net of cash acquired

Funding of notes receivable

12 unchanged sentences

Dividends paid

Issuance of noncontrolling interests

Distributions to non-controlling interests

Net cash provided by (used in) financing activities

Effect of foreign currency exchange rate changes on cash and cash equivalents

Net change in cash, cash equivalents and restricted cash

4 unchanged sentences

(Unaudited, in thousands)

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

4 unchanged sentences

Additions to lease liabilities

Loss on issuance of noncontrolling interests

RECONCILIATION OF CASH, CASH EQUIVALENTS AND

19 unchanged sentences

The direct and indirect subsidiaries of the Company include P10 Holdings, P10 Intermediate Holdings, LLC ("P10 Intermediate"), which owns the subsidiaries P10 RCP Holdco, LLC ("Holdco"), Five Points Capital, Inc.

(“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.

("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"), Western Technology Investment Advisors LLC ("WTI"), and Qualitas Equity Funds SGEIC, S.A.

("Qualitas").

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.

28 unchanged sentences

Hark is engaged in the business of making loans to portfolio companies that are owned or controlled by financial sponsors, such as private equity funds or venture capital funds, and which do not meet traditional direct lending underwriting criteria but where the repayment of the loan by the portfolio company is guaranteed by its financial sponsor.

Effective April 1, 2025, a third party acquired 20 % of the equity at Bonaccord.

See Note 5 for further details.

In June 2022, the Company formed P10 Advisors, a wholly-owned consolidated subsidiary, to manage investment opportunities that are sourced across the P10 platform but do not fit within an existing investment mandate.

5 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 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.

As of June 30, 2025, no units have been exchanged into shares of P10 Class A common stock.

On April 4, 2025, the Company completed the acquisition of Qualitas.

Qualitas is a Madrid-based private equity investing platform that provides fund-of-funds, direct co-investing and net asset value ("NAV") financing opportunities in the European lower-middle market to limited partners across the ultra-high-net-worth, family office, and institutional channels.

The Board approved a program to repurchase shares of our Class A and Class B common stock (the "Share Repurchase Program").

As of June 30, 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 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.

As of June 30, 2025, $ 129.7 million has been spent to buy back shares under this program and there is $ 2.3 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 months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year ended December 31, 2025.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year ended December 31, 2025 .

Principles of Consolidation

1 unchanged sentence

If the Company has a variable interest in the entity and the entity is a variable interest entity ("VIE"), we will also analyze whether the Company is the primary beneficiary of this entity and if consolidation is required.

Generally, VIEs are entities that lack sufficient equity to finance their activities without additional financial support from other parties, or whose equity holders, as a group, lack one or more of the following characteristics:

(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

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.

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

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

14 unchanged sentences

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

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.

As of June 30, 2025, and December 31, 2024, cash equivalents include money market funds of $ 18.4 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 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.

Restricted cash as of June 30, 2025 and December 31, 2024 was primarily cash on deposit related to certain leases 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.

4 unchanged sentences

The management fees reflected in accounts receivable at period end are those that are collected in arrears.

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 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)

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 any supplemental agreements entered into after acquisition, ("Advisory Agreements") where ECG provides advisory services to Enhanced Permanent Capital, LLC ("Enhanced PC") are reflected in due from related parties on the Consolidated Balance Sheets.

Notes Receivable

8 unchanged sentences

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 .

accordingly, no allowances have been established as of June 30, 2025 and December 31, 2024 .

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

2 unchanged sentences

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 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.

As of June 30, 2025 and December 31, 2024, respectively, there is $ 8.8 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

8 unchanged sentences

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

Notes to Consolidated Financial Statements

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

Property and Equipment

5 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

20 unchanged sentences

Revenue Share and Repurchase Arrangement

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 Company recognizes accrued contingent liabilities and contingent payments to customers assets 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 options to repurchase the revenue share became exercisable in July 2025.

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

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.

On December 23, 2024, the Company became

Notes to Consolidated Financial Statements

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

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.

3 unchanged sentences

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 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.

As of June 30, 2025, goodwill recorded on our Consolidated Balance Sheets relates to prior acquisitions.

As of June 30, 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.

2 unchanged sentences

Certain of our trade names are considered to have finite-lives.

Finite-lived trade names are amortized over 10 years in line with the pattern in which the economic benefits are expected to occur.

Finite-lived trade names are generally amortized over 10 years , and for certain assets over 20 years when the trade name is expected to introduce new investor bases or broader access to a geographic region.

This in line with the pattern in which the economic benefits are expected to occur.

Goodwill and indefinite lived intangibles are reviewed for impairment at least annually as of September 30 utilizing a qualitative or quantitative approach and more frequently if circumstances indicate impairment may have occurred.

5 unchanged sentences

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

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

As of June 30, 2025 and December 31, 2024 , the contingent consideration on the Consolidated Balance Sheets is related to the acquisition of Qualitas and the acquisition of Bonaccord, respectively.

Accrued Compensation and Benefits

5 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 certain WTI employees that are not 100% owned by the Company.

Noncontrolling interests ("NCI") reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders 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.

Net income attributable to P10, as reported in the Consolidated Statements of Operations, is presented net of

Notes to Consolidated Financial Statements

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

the portion of net income attributable to holders of non-controlling interest.

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

2 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)

Foreign Currency

The Company and substantially all of its subsidiaries utilize the U.S.

dollar as their functional currency.

The assets and liabilities of the Company’s foreign subsidiaries with non-U.S.

dollar functional currencies are translated at exchange rates prevailing at the end of each reporting period.

The results of foreign operations are translated using the exchange rate on the respective transaction dates.

The resulting translation adjustments are included as a separate component of equity on the Consolidated Balance Sheets and on the Consolidated Statements of Comprehensive Income until realized.

Foreign currency transaction gains and losses are included in general, administrative and other expenses in the Consolidated Statements of Operations.

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 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:

As of June 30, 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.

10 unchanged sentences

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.

As of June 30, 2025, the Company has a contingent consideration liability related to the acquisition of Qualitas that is measured at fair value using level three inputs and a discounted cash flow model.

See Note 11 for additional information.

Revenue Recognition

Revenue is recognized when, or as, the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services.

While the determination of who the customer is in a contractual arrangement will be made on a contract-by-contract basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts.

Notes to Consolidated Financial Statements

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

determination of who the customer is in a contractual arrangement will be made on a contract-by-contract basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts.

Management and Advisory Fees

4 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 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.

Asset management fees and advisory services 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.

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.

14 unchanged sentences

Referral fee revenue is recognized upon closing of certain opportunities.

Notes to Consolidated Financial Statements

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

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

10 unchanged sentences

See Note 17 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.

11 unchanged sentences

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

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

Unvested units are remeasured quarterly against performance metrics as a liability or equity, in accordance with GAAP, on the Consolidated Balance Sheets.

Forfeitures are recognized as they occur.

Refer to Note 15 for further discussion.

Refer to Note 16 f or further discussion.

Segment Reporting

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.

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

Notes to Consolidated Financial Statements

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

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.

14 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

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.

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.

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

1 unchanged sentence

The Company uses all available information to estimate fair values of identifiable intangible assets and property acquired.

In making these determinations, the Company may engage an independent third-party valuation specialist to assist with the valuation of certain intangible assets, notes payable, and tax amortization benefits.

In making these determinations, the Company may engage an independent third-party valuation specialist to assist with the valuation of certain intangible assets and tax assets and liabilities.

The consideration for certain of our acquisitions may include liability classified contingent consideration, which is determined based on formulas stated in the applicable purchase agreements.

9 unchanged sentences

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

Notes to Consolidated Financial Statements

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

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.

Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the 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.

2 unchanged sentences

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

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

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures ("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 types 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.

1 unchanged sentence

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

Qualitas Acquisition

On April 4, 2025 , the Company completed the Qualitas purchase for total consideration of $ 73.2 million.

The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805.

Qualitas is a Madrid-based private equity investing platform that provides fund-of-funds, direct co-investing and NAV financing opportunities in the European lower-middle market to limited partners across the ultra-high-net-worth, family office, and institutional channels.

The provisional fair value consisted of $ 24.4 million in net assets and $ 48.8 million in goodwill.

The following is a summary of consideration paid:

Fair value of equity consideration

Fair value of contingent consideration

Total purchase consideration

The fair value of the contingent consideration was calculated using a Monte Carlo simulation based on future net revenue projections of Qualitas, acquisition specific terms and conditions, and a risk adjusted discount rate.

The determined risk adjusted discount rate for the contingent consideration of 12.8 % is a significant unobservable input.

The acquisition date fair value of certain assets and liabilities, including intangible assets acquired and related weighted average expected lives are provisional and subject to revision within one year of the acquisition date.

As such, our estimates of fair value are pending finalization,which may result in adjustments to goodwill.

Notes to Consolidated Financial Statements

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

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

Cash and cash equivalents

Accounts receivable

Due from related parties

Prepaid expenses and other assets

Property and equipment, net

Right-of-use assets

Intangible assets, net

Total assets acquired

Accounts payable and accrued expenses

Accrued Compensation and benefits

Deferred revenues

Lease liabilities

Deferred tax liabilites

Total liabilities assumed

Net identifiable assets acquired

Net assets acquired

The provisional fair value of the identifiable intangible assets was calculated using a discounted cash flow model based on a risk adjusted discount rate.

The determined risk adjusted discount rate for the identifiable intangible assets ranged from 15.5 % to 17 %.

The determined risk adjusted discount rate is a significant unobservable input.

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

Value of management and advisory contracts

Value of direct investors and intermediary relationships

Value of trade name

Value of technology

Total identifiable intangible assets

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

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 March 31,

Ended June 30,

For the Six Months

Ended June 30,

Management fees

6 unchanged sentences

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 .

We recognized $ 0.2 million and $ 11.7 million of revenue for the three and six months ended June 30, 2025, respectively, 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 months ended March 31, 2025 and 2024, the strategic alliance expense reported was $ 0.7 million and $ 0.6 million, respectively.

For the three and six months ended June 30, 2025, the strategic alliance expense reported was $ 0 and $ 0.7 million, respectively.

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

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

3 unchanged sentences

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 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.

Effective April 1, 2025, the third-party exercised their option to acquire equity in Bonaccord which entitled them to receive the distributions of net management fee earnings by the the maximum 5 % percentage acquired.

Simultaneously with the third-party exercising their option to acquire equity in Bonaccord, the Company and the third party entered into an agreement whereby the 15 % of the net management fee earnings was converted into a 15 % equity interest in Bonaccord.

As a result of these transactions, the third-party now has a total of 20 % equity interest in Bonaccord.

The new agreement allows for quarterly cash distributions to the third party equal to 20 % net management fee earnings, with all other distributions being provided to the Company.

The portion of income or loss and the corresponding equity attributable to third-party equity holder is recognized in non-controlling interest on the consolidated financial statements.

The Company recognized a $ 6.5 million loss on the conversion of the right to receive 15 % of net management fee earnings to a 15 % equity interest in Bonaccord for the three and six months ended June 30, 2025, which is included in other income/(loss) on the Consolidated Statements of Operations.

The same third-party also has the option to purchase equity in Bonaccord under similar terms for Bonaccord Fund III, except the third-party can purchase 9.8 basis points for every $ 5 million committed up to 4.9 %.

This commitment has not yet been met as of June 30, 2025 as Fund III has not yet started raising capital and as such, there is no impact to the consolidated financial statements.

For funds subsequent to Fund III, the third-party has continual commitment conditions.

If these commitment conditions are not satisfied, then within 60 days of the final closing of such subsequent fund, the Company may elect to repurchase the equity granted to the third-party.

The repurchase shall be at the fair market value of such equi ty at that point in time.

Notes to Consolidated Financial Statements

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

Notes Receivable

7 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.

As of June 30, 2025, the balance outstanding is $ 4.9 million, which includes unpaid accrued interest added to the outstanding principal balance.

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

2 unchanged sentences

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 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.

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

As of June 30, 2025, the balance outstanding i s $ 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 provide 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.

As of June 30, 2025, the balance outstanding is $ 1.2 million, which includes unpaid accrued interest added to the outstanding principal balance.

As of June 30, 2025 and December 31, 2024, the total notes receivable balance associated with these notes was $ 7.2 million and $ 7.5 million, respectively.

The Company recognized interest income of $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025 , respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024 , respectively.

Variable Interest Entities

1 unchanged sentence

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.

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

The assets of the consolidated VIEs totaled $ 645.2 million and $ 587.9 million as of June 30, 2025 and December 31, 2024, respectively.

The liabilities of the consolidated VIEs totaled $ 532.9 million and $ 463.3 million as of June 30, 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.

6 unchanged sentences

The Company’s investment in unconsolidated subsidiaries consist of unconsolidated equity method investments primarily related to ECG’s tax credit finance and asset management activities.

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

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 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.

Additionally, the investment in Enhanced

Notes to Consolidated Financial Statements

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

Capital Partners and Enhanced PC is recorded at zero .

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

As of June 30, 2025, investment in unconsolidated subsidiaries totaled $ 3.4 million, of which $ 0.8 million related to RCP's investment in a privately held investment manager, $ 0.5 million related to temporary initial capital of certain Qualitas funds that have not yet held their first closings, $ 1.9 million related to ECG’s asset management businesses, and $ 0.2 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.

Property and Equipment

Property and equipment consist of the following:

As of March 31,

As of June 30,

As of December 31,

5 unchanged sentences

Goodwill and Intangibles

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

Changes in goodwill for the six months ended June 30, 2025 are as follows:

Balance at December 31, 2024

Increase from acquisitions

Balance at March 31, 2025

Change related to foreign currency translations

Balance at June 30, 2025

Notes to Consolidated Financial Statements

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

Intangibles consists of the following:

As of March 31, 2025

Gross Carrying

Investor and Intermediary Relationships

Management and Advisory Contracts

Gross Carrying Amount

Indefinite-lived intangible assets:

Total indefinite-lived intangible assets

Balance as of December 31, 2024

Impact of exchange rate movements

Balance as of June 30, 2025

Finite-lived intangible assets

Balance as of December 31, 2024

Additions, net of adjustments

Adjustment for fully amortized intangibles

Impact of exchange rate movements

Balance as of June 30, 2025

Accumulated Amortization

Balance as of December 31, 2024

Amortization expense

Adjustment for fully amortized intangibles

Impact of exchange rate movements

Balance as of June 30, 2025

Total intangible assets, net balance as of June 30, 2025

Investor and Intermediary Relationships

Management and Advisory Contracts

Total finite-lived intangible assets

Total intangible assets

As of December 31, 2024

Gross Carrying

Gross Carrying Amount

Indefinite-lived intangible assets:

Total indefinite-lived intangible assets

Balance as of December 31, 2023

Impact of exchange rate movements

Balance as of June 30, 2024

Finite-lived intangible assets

Management and advisory contracts

Total finite-lived intangible assets

Total intangible assets

Notes to Consolidated Financial Statements

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

Balance as of December 31, 2023

Impact of exchange rate movements

Balance as of June 30, 2024

Accumulated Amortization

Balance as of December 31, 2023

Amortization expense

Balance as of June 30, 2024

Total intangible assets, net balance as of June 30, 2024

Management and advisory contracts and finite lived trade names are amortized over 7 - 20 years and are being amortized in line with the economic benefits that are expected to occur.

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

Technology is generally amortized on a straight-line basis or in line with the economic benefits that are expected to occur over 4 years.

Direct investors and intermediary relationships are being amortized in line with the economic benefits that are expected to occur over 13 years.

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

Notes to Consolidated Financial Statements

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

Total amortization

3 unchanged sentences

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

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

4 unchanged sentences

Debt Obligations

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

Earnouts associated with the acquisitions of Bonaccord

As of June 30, 2025 and December 31, 2024, debt obligations' carrying value approximates fair value.

Earnouts associated with the acquisitions of Bonaccord and Qualitas

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

1 unchanged sentence

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 June 30, 2025 , the full $ 20.0 million earnout payment has been earned and paid, of which $ 2.2 million was paid in the six months ended June 30, 2025.

Total remeasurement expense recognized for both the three and six months ended June 30, 2025 wa s $ 0 .

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

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

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.

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

Until considered fully earned, t he 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.

As of June 30, 2025 , there were no remaining liabilities related to the Bonaccord acquisition.

On April 4, 2025, included in total consideration of the Qualitas acquisition was an earnout payment not to exceed € 31.7 million.

The amount ultimately owed to the sellers is based on the run-rate net revenue as of December 31, 2027 from newly launched Qualitas funds post acquisition.

Any earnout 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.

As of June 30, 2025 , no earnout payment has been earned or paid.

Total remeasurement expense recognized for both the three and six months ended June 30, 2025 wa s $ 1.1 million .

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

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)

The table below presents all items measured at fair value as of June 30, 2025.

As of June 30, 2025

Contingent consideration obligation

Total liabilities

For the liabilities presented in the tables above, there were no changes in fair value hierarchy levels during the six months ended June 30, 2025.

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

Contingent Consideration Liability

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Balance, beginning of year:

Change in fair value

Transfers out of level 3 measurement

Impact of exchange rate movements

Balance, end of period:

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.

11 unchanged sentences

Total debt obligations, net

Notes to Consolidated Financial Statements

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

The principal balance consists of the following tranches:

As of March 31, 2025

As of June 30, 2025

Principal Amount

1 unchanged sentence

Revolver - Tranche 1

Revolver - Tranche 2

Revolver - Tranche 3

Revolver - Tranche 4

Revolving Credit Facility and Term Loan

11 unchanged sentences

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)

August 1, 2028 for both facilities.

Principal for the New Term Loan is contractually repaid at a rate of 1.25 % 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 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:

As of June 30, 2025, P10 was in compliance with its financial and other covenants required under the facility.

For the three and six months ended June 30, 2025, $ 6.5 million and $ 12.5 million of interest expense was incurred, respectively.

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

Future principal maturities of debt as of June 30, 2025 are as follows:

Notes to Consolidated Financial Statements

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

Related Party Transactions

Effective January 1, 2021, the Company entered into a sublease with 210 Capital, LLC, a related party, for office space serving as our corporate headquarters.

Effective January 1, 2021, the Company entered into a sublease with 210 Capital, LLC, a related party, for office space that served as our corporate headquarters until June 2025.

The monthly rent expense is $ 20.3 thousand, and the lease expires December 31, 2029 .

1 unchanged sentence

This contributed an additional $ 3.4 thousand monthly.

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.

P10 has paid $ 0.1 million and $ 0.2 million in rent to 210 Capital, LLC for the three and six months ended June 30, 2025 , respectively, and $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2024, respectively.

As of both December 31, 2024 and June 30, 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 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 June 30, 2025, the total accounts receivable from the Funds totaled $ 37.5 million , of which $ 20.9 million related to fees earned but not yet received and $ 16.6 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.

6 unchanged sentences

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 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.

As of June 30, 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 $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2025 , respectively, and $ 5.0 thousand and $ 5.6 thousand for the three and six months ended June 30, 2024.

As of June 30, 2025, the total contractual advisory fees are $ 119.6 million over eleven years inclusive of new projects added since inception.

These agreements are subject to customary termination provisions.

Since inception, $ 86.5 million of the total $ 119.6 million advisory fees have been recognized as revenue.

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)

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

There was $ 33.1 million in remaining performance obligations related to these agreements, which will be recognized between July 1, 2025 and March 31, 2032.

For the three and six months ended June 30, 2025, advisory fees earned or recognized under these agreements were $ 3.7 million and $ 7.1 million, respectively, and $ 4.2 million and $ 8.4 million for the three and six months ended June 30, 2024, respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations.

As of June 30, 2025 and December 31, 2024 , the associated receivable was $ 72.8 million and $ 65.8 million, respectively, 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.

Revenues from interest on outstanding balances were $ 0.4 million and $ 0.7 million for the three and six months ended June 30, 2025 , respectively, and $ 0.3 million and $ 0.5 million for the three and six months ended June 30, 2024, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

As of June 30, 2025 and December 31, 2024 , the associated interest receivable was $ 3.0 million and $ 2.2 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.

2 unchanged sentences

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.

The Company recognized $ 2.8 million and $ 5.3 million for the three and six months ended June 30, 2025 , respectively, and $ 3.2 million and $ 6.4 million for the three and six months ended June 30, 2024, respectively, related to this agreement within compensation and benefits on the Consolidated Statements of Operations.

As of June 30, 2025 and December 31, 2024, the associated accrual was $ 1.2 million and $ 3.4 million, respectively, and is included in due to related parties on the Consolidated Balance Sheets.

Notes to Consolidated Financial Statements

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

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.

2 unchanged sentences

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 $ 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.

In relation to the strategic partnership with Crossroads effective September 10, 2021 and the Crossroads Advisory Agreement, t he Company recognized $ 0 for both the three and six months ended June 30, 2025 and $ 2.1 million and $ 4.3 million for the three and six months ended June 30, 2024, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

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.

2 unchanged sentences

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.

The Company recognizes an annual fee from the funds of $ 20 thousand of which $ 5 thousand and $ 10 thousand has been recognized for the three and six months ended June 30, 2025 , respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

The Company recognized $ 5 thousand and $ 10 thousand for the three and six months ended June 30, 2024, respectively.

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

7 unchanged sentences

Refer to Note 14 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.

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

For details, see Note 6 .

Commitments and Contingencies

Notes to Consolidated Financial Statements

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

Operating Leases

1 unchanged sentence

These lease agreements provide for various renewal options.

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.

Rent expense for the various leased office space and equipment was approximately $ 1.3 million and $ 2.7 million for the three and six months ended June 30, 2025, respectively, and $ 1.1 million and $ 2.1 million for the three and six months ended June 30, 2024, respectively.

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

1 unchanged sentence

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

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

The following table presents information regarding the Company’s operating leases as of June 30, 2025:

Notes to Consolidated Financial Statements

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

Operating lease right-of-use assets

Operating lease liabilities

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

Net cash paid during the six months ended June 30, 2025 for operating lease liabilities

Weighted-average remaining lease term (in years)

Weighted-average discount rate

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

The future contractual lease payments as of June 30, 2025 are as follows:

Total undiscounted lease payments

9 unchanged sentences

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 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.

As of December 31, 2024, the Company expected the first two of three EBITDA hurdles to be achieved.

As of June 30, 2025, the first hurdle has been achieved, however the Company does not expect the second or third EBITDA hurdles to be achieved.

The change in estimate for the second EBITDA hurdle resulted in a reversal of expense recognized for the three and six months ended June 30, 2025, $ 6.5 million and $ 3.5 million, respectively, while for the three and six months ended June 30, 2024 , $ 3.1 million and $ 6.1 million of expense was recognized, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations.

As of June 30, 2025 and December 31, 2024, the balance was $ 35.0 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 but payment for the achievement of the first hurdle is expected to be made at the end of September 2025.

Bonus Payment

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

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 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.

For the three and six months ended June 30, 2025, the Company recognized $ 0.5 million and $ 1.0 million of expense, respectively, and for the three and six months ended June 30, 2024 , $ 0.5 million and $ 1.0 million was recognized, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

As of June 30, 2025 and December 31, 2024, the balance was $ 5.4 million and $ 4.4 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheets.

Notes to Consolidated Financial Statements

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

Revenue Share Arrangement

5 unchanged sentences

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.

As of June 30, 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 June 30, 2025 and December 31, 2024, the associated liabilities were $ 13.7 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 $ 9.7 million and $ 10.0 million as of June 30, 2025 and December 31, 2024, respectively.

The Company recognized $ 0.2 million and $ 0.3 million of amortization of contingent payments to customers for the three and six months ended June 30, 2025 , respectively, and $ 0.3 million and $ 0.7 million of amortization of contingent payments to customers for the three and six months ended June 30, 2024, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

The Company will reassess each period and recognize all changes.

1 unchanged sentence

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 records accrued contingent liabilities when it is probable and estimable that the Company would need to settle as guarantor.

As of June 30, 2025 and December 31, 2024, the associated liabilities were $ 10.4 million and $ 10.1 million, respectively, and are included in accrued liabilities on the Consolidated Balance Sheets.

There was $ 0 and $ 0.3 million of expense for the three and six months ended June 30, 2025 , respectively, and no expense recognized for both the three and six months ended June 30, 2024, which was included in other income on the Consolidated Statements of Operations.

The Company will reassess each period and recognize all changes.

6 unchanged sentences

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)

Based on these methodologies, the Company’s worldwide effective income tax rate was 24.71 % and 15.60 % for the three and six months ended June 30, 2025 , respectively.

The Company's effective income tax rate was 31.76 % and 30.24 % for the three and six months ended June 30, 2024 , respectively.

The effective tax rate differs from the federal statutory rate of 21 % due to executive compensation subject to Section 162(m) limitation, state taxes, foreign taxes as a result of statutory rate difference between Spain and the U.S., 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.

A valuation allowance is recorded to bring the net deferred tax assets to a level that, in management's view, is more likely than not to be realized in the foreseeable future.

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 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.

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

Notes to Consolidated Financial Statements

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

realized, for tax purposes, in the foreseeable future.

As of June 30, 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 six months ended June 30, 2025.

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.

2 unchanged sentences

The Company is not currently under audit.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States.

The OBBBA includes significant provisions, such as permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provision effective in 2025 and others implemented through 2027.

Since the enactment occurred after the balance sheet date but before the issuance of these financial statements, the effects of the OBBBA are considered a non-recognized subsequent event.

Accordingly, no adjustments have been made to the accompanying financial statements as of and for the three and six months ended June 30, 2025.

Stockholders' Equity

Equity-Based Compensation

Stock Incentive Plans

On July 20, 2021, the Board of Directors approved the P10 Holdings, Inc.

12 unchanged sentences

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.

As of June 30, 2025, there are 7,886,673 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 three months ended March 31, 2025 is as follows:

Equity-Based Compensation - Stock Options

A summary of stock option activity for the six months ended June 30, 2025 is as follows:

Weighted Average

6 unchanged sentences

Expired/Forfeited

Outstanding as of March 31, 2025

Exercisable as of March 31, 2025

Outstanding as of June 30, 2025

Exercisable as of June 30, 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.

7 unchanged sentences

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

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.

The stock-based compensation expense for stock options was $ 2.7 million and $ 5.0 million for the three and six months ended June 30, 2025 , respectively, and $ 2.5 million and $ 5.3 million for the three and six months ended June 30, 2024, respectively.

The total associated income tax benefit was $ 2.4 million and $ 4.8 million for the three and six months ended June 30, 2025 , respectively, and $ 0.2 million and $ 2.5 million for the three and six months ended June 30, 2024, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2025 was $ 28.6 million and is expected to be recognized over a weighted average period of 2.79 years.

Any future forfeitures will impact this amount.

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,

The weighted average assumptions used in calculating the fair value of stock options granted during the six months ended June 30, 2025 and June 30, 2024 were as follows:

For the six months ended June 30,

Expected life (in years)

2 unchanged sentences

Expected dividend yield

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

Equity-Based Compensation - Restricted Stock Awards ("RSAs")

The Company has granted RSAs to certain non-employee directors.

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

3 unchanged sentences

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.

The stock-based compensation expense for RSAs was $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2025, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

There was $ 1.0 million and $ 1.0 million of associated income tax benefit for the three and six months ended June 30, 2025 , respectively, and $ 0.6 million and $ 0.6 million for the three and six months ended June 30, 2024, respectively.

Unrecognized stock-based

Notes to Consolidated Financial Statements

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

compensation expense related to outstanding unvested RSAs as of June 30, 2025 was $ 1.2 million and is expected to be recognized over a weighted average period of 0.95 years.

Any future forfeitures will impact this amount.

Weighted-Average Grant

1 unchanged sentence

Outstanding as of December 31, 2024

Outstanding as of March 31, 2025

Outstanding as of June 30, 2025

Equity-Based Compensation - Restricted Stock Units ("RSUs")

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

4 unchanged sentences

(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.

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

The stock-based compensation expense for RSUs excluding the Bonaccord Units, Executive Transition Units, and Executive Market Units, which are discussed in more detail below, was $ 3.7 million and $ 7.2 million for the three and six months ended June 30, 2025, respectively, and $ 2.6 million and $ 5.2 million for the three and six months ended June 30, 2024, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

There was $ 0 and $ 9.1 million of associated income tax benefit for the three and six months ended June 30, 2025, respectively, and $ 0.6 million and $ 0.6 million for the three and six months ended June 30, 2024, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested RSUs as of June 30, 2025 was $ 11.6 million and is expected to be recognized over a weighted average period of 1.07 years.

Any future forfeitures will impact this amount.

1 unchanged sentence

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 .

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.

As of June 30, 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.

With the vesting in full of the Bonaccord Units, the Company entered into a Cash Bonus and Restricted Stock Unit Agreement ("Bonus and Unit Agreement") with certain employees of Bonaccord for grants of additional RSUs ("Additional Units") and cash bonus with a total aggregate value of $ 17.5 million, equaling a maximum of 1,457,119 Additional Units.

On May 12, 2025, $ 14.0 million was allocated to employees which included $ 2.1 million being settled as a cash bonus and $ 11.9 million as 994,762 Additional Units that would vest upon meeting certain performance metrics.

As of June 30, 2025, an additional 291,424 of the Additional Units remain to be allocated.

On May 12, 2025, the Company evaluated that all the Bonaccord Units are probable to be earned.

The Company evaluates when 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.

An expense of $ 3.7 million and $ 3.7 million has been recorded for the three and six months ended June 30, 2025 , respectively, and $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2024 on the Consolidated Statements of Operations.

The income tax benefit associated with the Bonaccord Units was $ 2.1 million and $ 6.1 million for the three and six months ended June 30, 2025, respectively, and $ 1.0 million and $ 1.8 million for the three and six months ended June 30, 2024, respectively.

Unrecognized stock-based compensation expense related to the Bonaccord Units as of June 30, 2025 was $ 10.3 million and is expected to be recognized over 2.00 years.

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 had a stated value of $ 4.0 million and was issued in $ 1.0 million increments quarterly beginning on October 20, 2023 and at the start of each of the

Notes to Consolidated Financial Statements

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

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.

Attributes of this award include graded vesting and service conditions, therefore, the expense recognition of this award is recognized on a 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.

No stock compensation expense for these units were incurred for both the three and six months ended June 30, 2025.

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

There was no associated income tax benefit for the Executive Transition Units for the three and six months ended June 30, 2025 and for the three and six months ended June 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 VWAP.

1 unchanged sentence

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

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 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 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.

As of June 30, 2025 , no ne of the Executive Market Units have vested.

For the three and six months ended June 30, 2025, $ 0.7 million and $ 1.4 million of stock compensation expense was recognized on the Consolidated Statements of Operations.

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

There was no associated income tax benefit for the three and six months ended June 30, 2025 and 2024.

The unrecognized expense associated with the Executive Market Units was $ 6.2 million as of June 30, 2025.

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

8 unchanged sentences

Outstanding as of December 31, 2024

Outstanding as of March 31, 2025

Outstanding as of June 30, 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 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.

For the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024, diluted EPS also reflects the potential dilution that could occur assuming that all units in P10 Intermediate that were granted as a result of the WTI acquisition are converted to shares of Class A common stock.

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.

The Company has Class A and Class B shares outstanding, therefore follows the two-class method.

However the shares are entitled to the same amount of the Company's earnings therefore the earnings per share calculation for Class A and Class B shares will always be equivalent.

Notes to Consolidated Financial Statements

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

The Company has Class A and Class B shares outstanding, therefore follows the two-class method.

However, the shares are entitled to the same amount of the Company's earnings therefore the earnings per share calculation for Class A and Class B shares will always be equivalent.

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

For the Three Months

Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Numerator for basic calculation—Net income

10 unchanged sentences

options and vesting of restricted stock units

Weighted shares assumed upon the termination of an acquisition equity holdback period

Denominator for earnings per share assuming dilution

3 unchanged sentences

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.

The computations of diluted earnings per share on a weighted average basis would exclude 8.4 million and 7.8 million options for the three and six months ended June 30, 2025, respectively, because the options were anti-dilutive.

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

Segment Reporting

1 unchanged sentence

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 .

No i ndividual client constituted more than 10% of the Company's total revenues for the three and six months ended June 30, 2025 .

No individual client constituted more than 10% of the Company's total revenues for the three and six months ended June 30, 2024 .

Refer to Note 4 f or further details provided on the Company's source of revenues.

1 unchanged sentence

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

Notes to Consolidated Financial Statements

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

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.

For the three and six months ended June 30, 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 and six months ended June 30, 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)

As of June 30, 2025 , 78 % of the Company's long-lived assets were in the United States and 22 % of the Company's long-lived assets were in Spain.

As of 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 December 31, 2024.

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,

The following table presents information about reported segment revenue, segment profit or loss, and significant segment expenses for the three and six months ended June 30, 2025 and 2024:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Total Revenues

8 unchanged sentences

(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,

For the three months ended June 30,

For the six months ended June 30,

Compensation and benefits

4 unchanged sentences

(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.

and (ii) acquisition-related expenses which reflects the actual costs incurred during the

Notes to Consolidated Financial Statements

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

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,

For the three months ended June 30,

For the six months ended June 30,

Professional fees

1 unchanged sentence

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;

2 unchanged sentences

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,

For the three months ended June 30,

For the six months ended June 30,

General, administrative and other

7 unchanged sentences

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.

Interest income is reported on the Consolidated Statements of Operations within other income and was $ 0.3 million an $ 0.7 million for the three and six months ended June 30, 2025, respectively, and $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2024 .

Subsequent Events

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

On August 5, 2025, the Board of Directors of the Company has declared a quarterly cash dividend of $ 0.0375 per share of Class A and Class B common stock, payable on September 19, 2025, to the holders of record as of the close of business on August 29, 2025.

On August 5, 2025, the Board of Directors authorized an additional $ 25.0 million of repurchases of outstanding Class A and Class B shares of the Company's stock under the Share Repurchase Program.

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.

In accordance with ASC 855, Subsequent Events , the Company evaluated all material events or transactions that occurred after June 30, 2025 , the Consolidated Balance Sheets date, through the date the Consolidated Financial Statements were issued, and determined there have been no additional events or transactions that would materially impact the Consolidated Financial Statements.

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

What changed 10-Q

Item 1. Financial Statements