What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 335 added, 259 removed, 979 unchanged (38% of the section changed)

2 unchanged sentences

(in thousands, except share amounts)

September 30,

Cash and cash equivalents

15 unchanged sentences

Other liabilities

Derivative liabilities

Contingent consideration

8 unchanged sentences

510,000,000 shares authorized;

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

90,100,041 issued and 77,914,619 outstanding as of September 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;

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

32,126,425 shares issued and 32,002,974 shares outstanding as of September 30, 2025, and 43,584,893 shares issued and 43,461,442 shares outstanding as of December 31, 2024, respectively

Treasury stock

8 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Management and advisory fees

14 unchanged sentences

Total other (expense)

Net income before income taxes

Income before income taxes

Income tax expense

net income attributable to noncontrolling interests

net (income)/loss attributable to noncontrolling interests

NET INCOME ATTRIBUTABLE TO P10

8 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Other comprehensive income, net of tax

Foreign currency translation

Derivative fair value remeasurement

Total other comprehensive income, net of tax

36 unchanged sentences

Balance at June 30, 2024

Stock-based compensation

Exchange of Class B common stock for Class A common stock

Exercise of stock options

Repurchase of common stock for employee tax 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 September 30, 2024

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

31 unchanged sentences

Balance at June 30, 2025

Other comprehensive Income

Stock-based compensation

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 September 30, 2025

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

1 unchanged sentence

(Unaudited, in thousands)

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

6 unchanged sentences

Deferred tax expense

Loss on extinguishment of debt

Loss on issuance of noncontrolling interests

11 unchanged sentences

Other liabilities

Derivative liabilities

Contingent consideration

4 unchanged sentences

Acquisitions, net of cash acquired

Purchase of intangible assets

Funding of notes receivable

14 unchanged sentences

Distributions to non-controlling interests

Debt issuance costs

Net cash provided by (used in) financing activities

6 unchanged sentences

(Unaudited, in thousands)

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

68 unchanged sentences

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

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

As of September 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.

1 unchanged sentence

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.

As of September 30, 2025 and December 31, 2024, the Board has approved $ 157.0 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 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.

As of September 30, 2025, $ 131.0 million has been spent to buy back shares under this program and there is $ 26.0 million remaining for authorized repurchases under this program.

Significant Accounting Policies

4 unchanged sentences

All intercompany transactions and balances have been eliminated upon consolidation.

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

Principles of Consolidation

22 unchanged sentences

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

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.

As of September 30, 2025 and December 31, 2024 , $ 1.6 million and $ 0 , respectively, of cash and cash equivalents held at consolidated funds, which represents cash, that although not legally restricted, is not available to support the general liquidity needs of the Company, as the use of such amounts is generally limited to the activities of the consolidated funds until the consolidated funds' first closing, are included within cash and cash equivalents.

As of September 30, 2025, and December 31, 2024, cash equivalents include money market funds of $ 25.7 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 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.

Restricted cash as of September 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.

Notes to Consolidated Financial Statements

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

Accounts Receivable and Due from Related Parties

3 unchanged sentences

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

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.

10 unchanged sentences

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

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

accordingly, no allowances have been established as of September 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 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.

As of September 30, 2025 and December 31, 2024 , respectively, there is $ 12.8 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

5 unchanged sentences

For certain entities in which the Company does not have significant influence and fair value is not readily determinable, these investments are not accounted for on the equity method, but instead as equity securities and we value these investments under the measurement alternative.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments , requires equity securities to be recorded at cost and adjusted to fair value at each reporting period.

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

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

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments , requires equity securities to be recorded at cost and adjusted to

Notes to Consolidated Financial Statements

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

fair value at each reporting period.

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

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation.

Property and equipment, including furniture and fixtures, computer and purchased software, leasehold improvements, and internal-use software, are recorded at cost, less accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets.

Leasehold improvements are amortized over the terms of the respective leases or service lives of the improvements, whichever is shorter, using the straight-line method.

Direct costs associated with developing, purchasing or otherwise acquiring software for internal use are capitalized and amortized on a straight-line basis over the expected useful life of the software, beginning when the software is ready for its intended purpose.

Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized.

6 unchanged sentences

Long-lived assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The carrying value of long-lived assets are determined to not be recoverable if the undiscounted estimated future net operating cash flows directly related to the asset or asset group, including any disposal value, is less than the carrying amount of the asset.

The carrying values of long-lived assets are determined to not be recoverable if the undiscounted estimated future net operating cash flows directly related to the asset or asset group, including any disposal value, is less than the carrying amount of the asset.

If the carrying value of an asset is determined to not be recoverable, the impairment loss is measured as the amount by which the carrying value of the asset exceeds its fair value on the measurement date.

13 unchanged sentences

When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.

Notes to Consolidated Financial Statements

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

Revenue Share and Repurchase Arrangement

2 unchanged sentences

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

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

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

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

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.

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

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

4 unchanged sentences

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

As of June 30, 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.

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

As of September 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.

11 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 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.

As of September 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

1 unchanged sentence

Refer to Note 14 for further information.

Notes to Consolidated Financial Statements

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

Debt Issuance Costs

4 unchanged sentences

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

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.

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.

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

13 unchanged sentences

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

As of June 30, 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 September 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.

2 unchanged sentences

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

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

The Company estimates the fair value of the credit facility using Level 2 inputs.

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

Notes to Consolidated Financial Statements

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

The Company’s derivative assets and liabilities consist principally of interest rate collars, which are carried at fair value based on Level 2 inputs.

Derivatives entered into by the Company are typically executed over-the-counter and are valued using discounted cash flows along with Black-Scholes option valuation models, where applicable, that primarily use market observable inputs.

These models take into account a variety of factors including, where applicable, maturity, interest rate yield curves, and counterparty credit risks.

See Note 11 for additional information.

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

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

If the payments are not expected to be made on a short-term basis, the fair value is estimated using Level 3 inputs and a discounted cash flow model.

See Note 13 for further details on the Advisory Agreements.

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

The Company had a contingent consideration liability related to the acquisition of Bonaccord that was measured at fair value using Level 3 inputs and a discounted cash flow model.

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

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

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.

As of September 30, 2025 , the Company has a contingent consideration liability related to the acquisition of Qualitas that is measured at fair value using Level 3 inputs and a discounted cash flow model.

See Note 11 for additional information.

Derivative Instruments and Hedging Activities

The Company is exposed to interest rate risk on our variable rate borrowings.

To manage exposure to changes in interest rates, the Company uses derivative instruments, including interest rate collars, which limit exposure to rising rates while allowing partial participation in lower rates.

The accounting for changes in the value of derivatives depends on whether the derivative has been designated and qualifies for hedge accounting in accordance with ASC 815, Derivatives and Hedging ("ASC 815").

Derivatives that are not designated as hedges are recorded at fair value with changes recognized in net income on the Consolidated Statements of Operations.

The Company applies cash flow hedge accounting to its interest rate collar agreements.

To qualify for hedge accounting treatment, a derivative must be highly effective in offsetting changes in the expected future cash flows of the hedged item attributable to the hedged risk.

Documentation of the hedging relationship, risk management objectives, and the method for assessing hedge effectiveness is completed at hedge inception and updated on an ongoing basis.

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.

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.

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 or the limited partners for the Company’s significant management and advisory contracts.

Management and Advisory Fees

5 unchanged sentences

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.

At contract inception, no revenue is estimated as the fees are dependent variable amounts which are susceptible to factors

Notes to Consolidated Financial Statements

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

outside of our control.

Fees are recognized for services provided during the period, which are distinct from services provided in other periods.

11 unchanged sentences

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

Interest income is from interest bearing fund bank accounts managed by the Company and is additional consideration per the Limited Partner Agreements.

Interest income is from interest bearing fund bank accounts managed by the Company and is consideration per the Limited Partner Agreements.

Interest income is recognized as it is earned.

2 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.

4 unchanged sentences

We recognize interest and penalties, if any, related to uncertain tax positions in income tax expense.

We file various federal and state and local tax returns based on federal and state local consolidation and stand-alone tax rules as applicable.

We file various federal, state, and local tax returns based on federal, state, and local consolidation and stand-alone tax rules as applicable.

Earnings Per Share

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

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

Diluted EPS includes the determinants of basic EPS and common stock

Notes to Consolidated Financial Statements

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

equivalents outstanding during the period adjusted to give effect to potentially dilutive securities, if the Company is in a net income position.

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.

1 unchanged sentence

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.

Potential shares of common stock that may be issued by the Company include shares of common stock that may be issued upon exercise of outstanding stock options as well as the vesting of restricted stock units.

Also included in the diluted EPS denominator are the units of P10 Intermediate owned by the sellers of WTI, assuming the option to exchange the units for shares of Class A common stock of the Company is exercised in full.

13 unchanged sentences

Segment Reporting

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.

12 unchanged sentences

If the set of assets and activities is not considered a business, it is accounted for as an asset acquisition using a cost accumulation model.

In the cost accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values.

Notes to Consolidated Financial Statements

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

accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values.

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

9 unchanged sentences

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

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

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

Dividends are reflected in the consolidated financial statements when declared.

3 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.

4 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, 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.

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

Notes to Consolidated Financial Statements

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

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.

On September 18, 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which removed all references to project stages throughout Subtopic 350-40.

This standard requires entities to start capitalizing software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used.

ASU 2025-06 is effective for our fiscal year beginning on January 1, 2028.

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

On May 12, 2025, the FASB issued ASU 2025-03, Determining the Accounting Acquirer in the Acquisition of a VIE ("ASU 2025-03"), which replaces the requirement that the primary beneficiary always is the acquirer in an acquisition transaction of a VIE with language to require the entities to determine the accounting acquirer through consideration of the factors listed in ASC 805-10-55-12 through 55-15.

ASU 2025-03 is effective for our fiscal year beginning on January 1, 2026.

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

Qualitas Acquisition

26 unchanged sentences

Lease liabilities

Deferred tax liabilites

Deferred tax liabilities

Total liabilities assumed

2 unchanged sentences

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

The determined risk adjusted discount rates were a significant unobservable input.

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

9 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Management fees

6 unchanged sentences

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

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 .

We recognized $ 0.1 million and $ 11.8 million of revenue for the three and nine months ended September 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 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.

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

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

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

8 unchanged sentences

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.

The Company recognized $ 0 and $ 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 nine months ended September 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 ("Fund III"), except for every $ 5 million committed, up to a maximum of $ 250.0 million in irrevocable capital commitments to Fund III, the third party can purchase 9.8 basis points, up to a maximum of 4.9 %.

This maximum commitment has been met as of September 30, 2025.

Fund III has not yet reached the final close, but the Company believes it is probable that the third-party will exercise the option to acquire equity in Bonaccord.

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

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.

If these commitment conditions are not

Notes to Consolidated Financial Statements

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

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 from exercising their options related to Fund II and Fund III.

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

Notes Receivable

7 unchanged sentences

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

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

As of September 30, 2025, the balance outstanding is $ 5.0 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.

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.

T he notes accrue interest at Secured Overnight Financing Rate ("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 September 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.

2 unchanged sentences

SOFR is determined on the first day of each quarter.

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.

As of September 30, 2025, the balance outstanding is $ 0.2 million, which includes unpaid accrued interest added to the outstanding principal balance.

As of September 30, 2025 and December 31, 2024, the total notes receivable balance associated with these notes was $ 6.3 million and $ 7.5 million, respectively.

The Company recognized interest income of $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2025 , respectively, and $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2024 , respectively.

Variable Interest Entities

2 unchanged sentences

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 the consolidated VIEs totaled $ 649.7 million and $ 587.9 million as of September 30, 2025 and December 31, 2024, respectively.

The liabilities of the consolidated VIEs totaled $ 530.0 million and $ 463.3 million as of September 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.

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Through its subsidiary, ECG, the Company holds variable interests in the form of direct equity interests in certain VIEs that are not consolidated because the Company is not the primary beneficiary.

The Company's maximum exposure to loss is limited to the potential loss of assets recognized relating to these unconsolidated entities.

The Company's maximum exposure to loss is

Notes to Consolidated Financial Statements

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

limited to the potential loss of assets recognized relating to these unconsolidated entities.

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

1 unchanged sentence

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

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 .

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 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 September 30, 2025, investment in unconsolidated subsidiaries totaled $ 1.4 million, of which $ 0.8 million related to RCP's investment in a privately held investment manager, $ 0.5 million related to ECG’s asset management businesses, and $ 0.1 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.

1 unchanged sentence

Property and equipment consist of the following:

As of June 30,

As of September 30,

As of December 31,

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Goodwill and Intangibles

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

Changes in goodwill for the nine months ended September 30, 2025 are as follows:

Balance at December 31, 2024

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Change related to foreign currency translations

Balance at June 30, 2025

Balance at September 30, 2025

During the nine months ended September 30, 2025 , there was a revision to the provisional fair value of the Qualitas contingent consideration as a result of a change in one underlying assumption.

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

Notes to Consolidated Financial Statements

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

Intangibles consists of the following:

Intangibles consists of the following as of September 30, 2025:

Investor and Intermediary Relationships

4 unchanged sentences

Impact of exchange rate movements

Balance as of June 30, 2025

Balance as of September 30, 2025

Finite-lived intangible assets

3 unchanged sentences

Impact of exchange rate movements

Balance as of June 30, 2025

Balance as of September 30, 2025

Accumulated Amortization

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Impact of exchange rate movements

Balance as of June 30, 2025

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

Balance as of September 30, 2025

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

Intangibles consists of the following as of September 30, 2024:

Investor and Intermediary Relationships

4 unchanged sentences

Impact of exchange rate movements

Balance as of June 30, 2024

Balance as of September 30, 2024

Finite-lived intangible assets

1 unchanged sentence

Impact of exchange rate movements

Balance as of June 30, 2024

Balance as of September 30, 2024

Accumulated Amortization

1 unchanged sentence

Amortization expense

Balance as of June 30, 2024

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

Balance as of September 30, 2024

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

Notes to Consolidated Financial Statements

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

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

2 unchanged sentences

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

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

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

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Debt Obligations

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

As of September 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.

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

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

Payments were made after each fund close.

As of 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.

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

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

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

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

1 unchanged sentence

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.

As of September 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 .

Any earnout payment will be paid no later than December 31, 2028 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 September 30, 2025 , no earnout payment has been earned or paid.

Total remeasurement expense recognized for both the three and nine months ended September 30, 2025 wa s $ 1.2 million and $ 2.3 million .

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

Derivative instruments and hedging activities

In September 2025, the Company entered into an interest rate collar agreement to hedge the variability in cash flows associated with its variable-rate borrowings under the Amended and Restated Credit Agreement (as defined below).

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

collar has a notional amount of $ 211.3 million, effective as of September 30, 2025, and a termination date of August 1, 2028 .

The collar references the 3-month United Stated Dollar ("USD") SOFR Chicago Mercantile Exchange ("CME") term rate ("USD-SOFR-CME"), with a cap strike rate of 4.25 % and a floor strike rate of 2.31 %.

The Company records the effective portion of changes in the fair value of its cash flow hedges to other comprehensive income, net of tax, and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized.

Any changes in fair value of hedges that are determined to be ineffective are immediately reclassified from accumulated other comprehensive income into earnings.

For the three and nine months ended September 30, 2025 , the Company recorded an unrealized loss on interest rate derivatives, net of tax for $ 0.1 million, which is included in other comprehensive income.

The Company estimates that an insignificant amount currently recorded in accumulated other comprehensive income will be recognized in earnings over the next 12 months.

When derivatives are used, the Company is exposed to credit loss in the event of non-performance by the counterparties;

non-performance risk is incorporated into the valuation of the hedges, but non-performance by any of our derivative counterparties is not anticipated.

ASC 815 requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet.

The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks, which are significant observable inputs or Level 2 inputs.

The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedges no longer be considered effective.

No amount of ineffectiveness was included in net income for the three and nine months ended September 30, 2025 and 2024.The Company will continue to assess the effectiveness of the hedges on an ongoing basis.

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

As of September 30, 2025

Contingent consideration obligation

Derivative liabilities

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.

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

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

Contingent Consideration Liability

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Balance, beginning of year:

1 unchanged sentence

Impact of exchange rate movements

Transfers out of level 3 measurement

Balance, end of period:

4 unchanged sentences

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

Notes to Consolidated Financial Statements

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

Debt Obligations

Debt obligations consists of the following:

September 30,

Revolver facility

4 unchanged sentences

Total debt obligations, net

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 June 30, 2025

The principal balance consists of the following tranches as of September 30, 2025:

Principal Amount

4 unchanged sentences

Revolver - Tranche 4

Revolver - Tranche 5

Revolving Credit Facility and Term Loan

15 unchanged sentences

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 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:

As of September 30,

Notes to Consolidated Financial Statements

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

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

For the three and nine months ended September 30, 2025, $ 6.6 million and $ 19.1 million of interest expense was incurred, respectively.

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

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

Related Party Transactions

3 unchanged sentences

This contributed an additional $ 3.4 thousand monthly.

P10 has paid $ 0.1 million and $ 0.2 million in rent to 210 Capital, LLC for the three and 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.

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

As of both December 31, 2024 and September 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 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 September 30, 2025, the total accounts receivable from the Funds totaled $ 35.0 million , of which $ 21.3 million related to fees earned but not yet received and $ 13.7 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 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.

As of September 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 $ 0.2 million for the three and nine months ended September 30, 2025 , respectively, and $ 12.5 thousand and $ 18.1 thousand for the three and nine months ended September 30, 2024.

As of September 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, $ 90.1 million of the total $ 119.6 million advisory fees have been recognized as revenue.

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 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.

There was $ 29.5 million in remaining performance obligations related to these agreements, which will be recognized between October 1, 2025 and March 31, 2032.

For the three and nine months ended September 30, 2025, advisory fees earned or recognized under these agreements were $ 3.5 million and $ 10.6 million, respectively, and $ 4.4 million and $ 12.8 million for the three and nine months ended September 30, 2024, respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations.

As of September 30, 2025 and December 31, 2024 , the associated receivable was $ 76.4 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

Notes to Consolidated Financial Statements

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

not paid within 30 days.

Revenues from interest on outstanding balances were $ 0.3 million and $ 1.0 million for the three and nine months ended September 30, 2025 , respectively, and $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2024, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

As of September 30, 2025 and December 31, 2024 , the associated interest receivable was $ 3.5 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 $ 2.8 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)

The Company recognized $ 2.7 million and $ 8.0 million for the three and nine months ended September 30, 2025 , respectively, and $ 3.8 million and $ 10.2 million for the three and nine months ended September 30, 2024, respectively, related to this agreement within compensation and benefits on the Consolidated Statements of Operations.

As of September 30, 2025 and December 31, 2024, the associated accrual was $ 1.9 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.

3 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 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.

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 nine months ended September 30, 2025 and $ 6.2 million and $ 10.5 million for the three and nine months ended September 30, 2024, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

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 $ 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.

The Company recognizes an annual fee from the funds of $ 20 thousand of which $ 5 thousand and $ 15 thousand has been recognized for the three and nine months ended September 30, 2025 , respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

The Company recognized $ 5 thousand and $ 15 thousand for the three and nine months ended September 30, 2024, respectively.

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

9 unchanged sentences

For details, see Note 6.

Notes to Consolidated Financial Statements

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

Commitments and Contingencies

2 unchanged sentences

These lease agreements provide for various renewal options.

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.

Rent expense for the various leased office space and equipment was approximately $ 1.5 million and $ 4.3 million for the three and nine months ended September 30, 2025, respectively, and $ 1.1 million and $ 3.2 million for the three and nine months ended September 30, 2024, respectively.

The Company leases an insignificant amount of office equipment under non-cancelable financing leases, with the longest lease expiring in 2030.

1 unchanged sentence

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

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

Notes to Consolidated Financial Statements

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

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

Operating lease right-of-use assets

Operating lease liabilities

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

Net cash paid during the nine months ended September 30, 2025 for operating lease liabilities

Weighted-average remaining lease term (in years)

Weighted-average discount rate

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

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

Total undiscounted lease payments

10 unchanged sentences

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.

As of September 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 nine months ended September 30, 2025 , $ 0 and $ 3.5 million, respectively, while for the three and nine months ended September 30, 2024 , $ 3.1 million and $ 9.2 million of expense was recognized, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations.

As of September 30, 2025 , the Company has paid $ 35.0 million for the achievement of the first EBITDA hurdle and there was no remaining liability related to the WTI earnout.

As of December 31, 2024, the balance was $ 38.5 million, which 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)

Bonus Payment

3 unchanged sentences

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

For the three and six months ended June 30, 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)

For the three and nine months ended September 30, 2025, the Company recognized $ 0.5 million and $ 1.5 million of expense, respectively, and for the three and nine months ended September 30, 2024 , $ 0.5 million and $ 1.5 million was recognized, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

As of September 30, 2025 and December 31, 2024, the balance was $ 5.9 million and $ 4.4 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheets.

Revenue Share Arrangement

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

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

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

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

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

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

Some Third Parties exercised their rights to sell back their revenues.

As of September 30, 2025, no payment has been made to the Third Parties that exercised due to ongoing discussions between the Company and the Third Parties.

The remaining Third Parties extended their participations.

This extension also adjusted their ability to exercise the options to no earlier than December 23, 2028.

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

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

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 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 underlying funds.

As of September 30, 2025, the Company has determined that the remaining put options are probable of being exercised and have accrued estimated contingent liabilities and contingent payments to customers.

As of September 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 $ 9.5 million and $ 10.0 million as of September 30, 2025 and December 31, 2024, respectively.

The Company recognized $ 0.2 million and $ 0.5 million of amortization of contingent payments to customers for the three and nine months ended September 30, 2025 , respectively, and $ 0.4 million and $ 1.1 million of amortization of contingent payments to customers for the three and nine months ended September 30, 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.

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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.

As of September 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 nine months ended September 30, 2025 , respectively, and no expense recognized for both the three and nine months ended September 30, 2024, which was included in other income on the Consolidated Statements of Operations.

The Company will reassess each period and recognize all changes.

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We do not believe that any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any.

Notes to Consolidated Financial Statements

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

The Company calculates its tax provision using the estimated annual effective tax rate methodology.

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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 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.

Based on these methodologies, the Company’s worldwide effective income tax rate was 25.76 % and 18.43 % for the three and nine months ended September 30, 2025 , respectively.

The Company's effective income tax rate was 48.49 % and 32.52 % for the three and nine months ended September 30, 2024 , respectively.

The 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.

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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

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.

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

As of September 30, 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 nine months ended September 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.

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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.

OBBBA did not have a significant impact on our provision for income taxes for the three months ended September 30, 2025 , and we do not anticipate a significant impact on our effective tax rate for the full year 2025.

Stockholders' Equity

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

On June 14, 2024, at the Annual Meeting of Stockholders, the shareholders authorized an increase of 11,000,000 shares 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 June 30, 2025, there are 7,886,673 shares available for grant under the Plan.

On June 14, 2024, at the Annual Meeting of Stockholders, the

Notes to Consolidated Financial Statements

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

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 September 30, 2025, there are 8,015,351 shares available for grant under the Plan.

Equity-Based Compensation - Stock Options

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

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

Weighted Average

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Expired/Forfeited

Outstanding as of June 30, 2025

Exercisable as of June 30, 2025

Outstanding as of September 30, 2025

Exercisable as of September 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.

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

The stock-based compensation expense for stock options was $ 2.7 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.

The stock-based compensation expense for stock options was $ 2.1 million and $ 7.1 million for the three and nine months ended September 30, 2025 , respectively, and $ 1.8 million and $ 7.1 million for the three and nine months ended September 30, 2024, respectively.

The total associated income tax benefit was $ 2.6 million and $ 7.4 million for the three and nine months ended September 30, 2025 , respectively, and $ 0.2 million and $ 2.5 million for the three and nine months ended September 30, 2024, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of September 30, 2025 was $ 25.3 million and is expected to be recognized over a weighted average period of 2.54 years.

Any future forfeitures will impact this amount.

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

For the six months ended June 30,

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

For the nine months ended September 30,

Expected life (in years)

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

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

The stock-based compensation expense for RSAs was $ 0.2 million and $ 0.4 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

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

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.

Statements of Operations.

The stock-based compensation expense for RSAs was $ 0.3 million and $ 0.7 million for the three and nine months ended September 30, 2025, respectively, and $ 0.3 million and $ 0.5 million for the three and nine months ended September 30, 2024, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

There w as $ 0 and $ 1.0 million of associated income tax benefit for the three and nine months ended September 30, 2025 , respectively, and $ 0 and $ 0.6 million for the three and nine months ended September 30, 2024, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested RSAs as of September 30, 2025 was $ 0.8 million and is expected to be recognized over a weighted average period of 0.7 years.

Any future forfeitures will impact this amount.

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Outstanding as of December 31, 2024

Outstanding as of June 30, 2025

Outstanding as of September 30, 2025

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

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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.

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 $ 4.0 million and $ 11.2 million for the three and nine months ended September 30, 2025, respectively, and $ 2.0 million and $ 7.2 million for the three and nine months ended September 30, 2024 , respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

There was $ 0.2 million and $ 9.3 million of associated income tax benefit for the three and nine months ended September 30, 2025, respectively, and $ 0 and $ 6.0 million for the three and nine months ended September 30, 2024, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested RSUs as of September 30, 2025 was $ 7.8 million and is expected to be recognized over a weighted average period of 0.79 years.

Any future forfeitures will impact this amount.

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

As of June 30, 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.

As of September 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.

As of September 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

An expense of $ 4.2 million and $ 7.9 million has been recorded for the three and nine months ended September 30, 2025 , respectively, and $ 3.1 million and $ 3.2 million for the three and nine months ended September 30, 2024 on the Consolidated Statements of

Notes to Consolidated Financial Statements

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

following three quarters.

The income tax benefit associated with the Bonaccord Units was $ 0 and $ 6.1 million for the three and nine months ended September 30, 2025, respectively, and $ 1.7 million and $ 3.5 million for the three and nine months ended September 30, 2024, respectively.

Unrecognized stock-based compensation expense related to the Bonaccord Units as of September 30, 2025 was $ 6.1 million and is expected to be recognized over 1.75 years.

On October 23, 2023, the Company transitioned from our 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 following three quarters.

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

1 unchanged sentence

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

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.

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

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

There was no associated income tax benefit for the Executive Transition Units for the three and nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024.

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

4 unchanged sentences

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

As of June 30, 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.

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

For the three and nine months ended September 30, 2025, $ 0.6 million and $ 2.0 million of stock compensation expense was recognized on the Consolidated Statements of Operations.

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

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

The unrecognized expense associated with the Executive Market Units was $ 5.6 million as of September 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 June 30, 2025

Outstanding as of September 30, 2025

Notes to Consolidated Financial Statements

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

Earnings Per Share

2 unchanged sentences

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

For the three and 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.

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

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

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.

1 unchanged sentence

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 June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Numerator for basic calculation—Net income

16 unchanged sentences

Earnings per Class B share—diluted

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.

The computations of diluted earnings per share on a weighted average basis would exclude 8.3 million and 8.0 million options and RSUs for the three and nine months ended September 30, 2025, respectively, because the options were anti-dilutive.

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

Segment Reporting

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

Notes to Consolidated Financial Statements

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

Customer Information

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 .

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

No individual client constituted more than 10% of the Company's total revenues for the three and nine months ended September 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 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.

For the three and nine months ended September 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 nine months ended September 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 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 September 30, 2025 , 73 % of the Company's long-lived assets were in the United States and 27 % 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.

1 unchanged sentence

Significant Segment Expense

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,

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Total Revenues

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(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 and six months ended June 30, 2025 and 2024:

For the three months ended June 30,

For the six months ended June 30,

Notes to Consolidated Financial Statements

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

For the three months ended September 30,

For the nine months ended September 30,

Compensation and benefits

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(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

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.

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

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

The following table reconciles the components of professional fees, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the three and six months ended June 30, 2025 and 2024:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Professional fees

5 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 and six months ended June 30, 2025 and 2024:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

General, administrative and other

5 unchanged sentences

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

Notes to Consolidated Financial Statements

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

Other Segment Information

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

Interest income is reported on the Consolidated Statements of Operations within other income and was $ 0.3 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 .

Interest income is reported on the Consolidated Statements of Operations within other income and was $ 0.3 million an $ 1.0 million for the three and nine months ended September 30, 2025, respectively, and $ 0.3 million and $ 0.8 million for the three and nine months ended September 30, 2024 .

Subsequent Events

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)

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.

On November 4, 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 December 19, 2025, to the holders of record as of the close of business on November 28, 2025.

In accordance with ASC 855, Subsequent Events , the Company evaluated all material events or transactions that occurred after September 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