What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-08 · 119 added, 122 removed, 453 unchanged (35% of the section changed)

12 unchanged sentences

As investors entrust us with additional capital, our relationships with our fund managers are strengthened, which drives additional investment opportunities, sources more data, enables portfolio optimization and enhances returns, and in turn attracts new investors.

As of June 30, 2025, our private market solutions were comprised of the following:

As of September 30, 2025, our private market solutions were comprised of the following:

• Private Equity Solutions (PES) .

5 unchanged sentences

We are further differentiated by the scale, depth, diversity, and accuracy of our constantly expanding proprietary private markets database that contains comprehensive information on more than 6,400+ investment firms, 62,500+ funds, 69,500+ individual transactions, 49,400+ private companies and 537,500+ financial metrics.

As of June 30, 2025, PES has raised a total of $23.9 billion assets under management ("AUM"), of which $16.9 billion are Fee-Paying Assets Under Management ("FPAUM").

As of September 30, 2025, PES has raised a total of $24.2 billion assets under management ("AUM"), of which $17.2 billion are Fee-Paying Assets Under Management ("FPAUM").

AUM reflects the assets that we manage, and is calculated as the sum of:

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

As of June 30, 2025, VCS has raised a total of $10.6 billion AUM, of which $6.6 billion of FPAUM.

As of September 30, 2025, VCS has raised a total of $10.8 billion AUM, of which $6.6 billion of FPAUM.

• Private Credit Solutions (PCS).

8 unchanged sentences

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

As of June 30, 2025, PCS has raised a total of $7.4 billion AUM, of which $5.4 billion are FPAUM.

As of September 30, 2025, PCS has raised a total of $7.5 billion AUM, of which $5.3 billion are FPAUM.

Of the total AUM, impact assets represent $4.5 billion supporting investments in over 1,000 projects and businesses across 40 states, Washington DC, and Puerto Rico, not including investments made by non-impact affiliates.

11 unchanged sentences

Often, the fees are structured such that they step down, or decrease, over the life of the fund.

Our primary funds comprise approximately $15.6 billion of our FPAUM as of June 30, 2025.

Our primary funds comprise approximately $15.5 billion of our FPAUM as of September 30, 2025.

• Direct and Co-Investment Funds.

6 unchanged sentences

Often, the fees are structured such that they step down, or decrease, over the life of the fund.

Our direct investing platform comprises approximately $10.7 billion of our FPAUM as of June 30, 2025.

Our direct investing platform comprises approximately $10.7 billion of our FPAUM as of September 30, 2025.

• Secondary Investment Funds.

5 unchanged sentences

Often, the fees are structured such that they step down, or decrease, over the life of the fund.

Our secondary funds comprise approximately $2.6 billion of our FPAUM as of June 30, 2025.

Our secondary funds comprise approximately $2.9 billion of our FPAUM as of September 30, 2025.

Operating Segments

7 unchanged sentences

We believe the composition of public markets is fundamentally shifting and will drive growth in private markets investing as fewer companies elect to become public corporations, while more companies are choosing to stay privately held or return to being privately held.

Furthermore, investors continue to increase their exposure to passive strategies in search for lower fee alternatives.

Furthermore, investors continue to increase their exposure to passive strategies in search of lower fee alternatives.

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

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Our ability to maintain our data advantage is dependent on several factors, including our continued access to a broad set of private market information on an on-going basis.

• Expanding asset class solutions, broaden geographic reach and grow private markets network effect.

• Expanding asset class solutions, broadening geographic reach and growing private markets network effect.

Our ability to continue growing is impacted by our scalability and ability to maximize investor relationships.

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• Increased competition to work with top private equity fund managers.

There has been a trend amongst larger private markets investors to consolidate the number of general partners in which they invest and work with.

There has been a trend amongst larger private markets investors to consolidate the number of general partners with which they invest and work with.

At times, this has led to certain funds being oversubscribed due to the increasing flow of capital.

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Referral fee revenue is recognized upon closing of opportunities where we have referred credit opportunities that do not match our investment criteria.

Incentive fees consists of carried interest income from a pre-acquisition legacy managed fund and incremental incentive revenues earned as a part of an advisory agreement between ECG and Crossroads Impact Corp.

The Company recognizes an accrued contingent liability and contingent payments to customers in our Consolidated Balance Sheets for agreements between ECG and third parties.

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

The options became exercisable in July 2025.

The Company believes it is probable that the third parties will exercise their options to sell back the revenue share and has recognized liabilities on the Consolidated Balance Sheets.

The Company believes it is probable that the remaining third parties will exercise their options to sell back the revenue share and has recognized liabilities on the Consolidated Balance Sheets.

The Company has also recognized contingent payments to customers assets associated with the agreements and will amortize the assets against revenue over the estimated length of the management contracts.

The amortization is reported in management and advisory fees on the Consolidated Statements of Operations, which was terminated by the parties on December 23, 2024.

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

Operating Expenses

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Results of Operations

For the three and six months ended June 30, 2025 and June 30, 2024.

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the three and nine months ended September 30, 2025 and September 30, 2024.

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

(in thousands)

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Total other (expense)

Net income before income taxes

Income before income taxes

Income tax expense

For the Three Months Ended June 30, 2025 and June 30, 2024

Our revenue is composed almost entirely of recurring management and advisory fees, with the vast majority of fees earned on committed capital that is typically subject to ten to fifteen year lock up agreements, therefore our average fee rates have remained stable at approximately 1% of average FPAUM for the three months ended June 30, 2025 and June 30, 2024.

For the three months ended June 30, 2025 compared to the three months ended June 30, 2024, revenues increased by $1.6 million or 2% due to higher management and advisory fees across the Company.

Management and advisory fees increased by $3.0 million, or 4%, to $71.5 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

For the Three Months Ended September 30, 2025 and September 30, 2024

For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, revenues increased by $1.7 million or 2% due to higher management and advisory fees across the Company as well as expanding operations through the Qualitas acquisition.

Management and advisory fees increased by $1.7 million, or 2%, to $74.3 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

The growth in management and advisory fees is attributable to continued success in fundraising and deploying capital.

Furthermore, the Qualitas acquisition added to our fee base.

Catch-up fees for the three months ended June 30, 2025 were $1.7 million.

Catch up fees are primarily associated with the fund closings at Qualitas, RCP, and TrueBridge.

Other revenues, which represent ancillary elements of our business, decreased by $1.4 million or 54% to $1.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 driven primarily by a decrease of $1.8 million of recognized carried interest income in other revenue from a pre-acquisition legacy managed fund

in the three months ended June 30, 2024.

This decrease was offset slightly by an increase of $0.3 million in income associated with ancillary services performed for certain funds in other revenue.

For the Six Months Ended June 30, 2025 and June 30, 2024

Our revenue is composed almost entirely of recurring management and advisory fees, with the vast majority of fees earned on committed capital that is typically subject to ten to fifteen year lock up agreements, therefore our average fee rates have remained stable at approximately 1% for the six months ended June 30, 2025 and June 30, 2024.

For the six months ended June 30, 2025 compared to the six months ended June 30, 2024, revenues increased by $3.2 million or 2% primarily due to higher management and advisory fees across the Company.

Management and advisory fees increased by $4.7 million, or 3%, to $138.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Catch-up fees for the three months ended September 30, 2025 were $0.4 million.

Catch-up fees are primarily associated with fund closings at Qualitas, RCP, and TrueBridge.

For the Nine Months Ended September 30, 2025 and September 30, 2024

Our revenue is composed almost entirely of recurring management and advisory fees, with the vast majority of fees earned on committed capital that is typically subject to ten to fifteen year lock up agreements, therefore our average fee rates have remained stable at approximately 1% for the nine months ended September 30, 2025 and September 30, 2024.

For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, revenues increased by $4.9 million or 2% primarily due to higher management and advisory fees across the Company as well as expanding operations through the Qualitas acquisition.

Management and advisory fees increased by $6.4 million, or 3%, to $212.6 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

The growth in management and advisory fees is attributable to continued success in fundraising and deploying capital.

Furthermore, the Qualitas acquisition added to our fee base.

Catch-up fees for the six months ended June 30, 2025 were $4.5 million associated with the fund closings at Qualitas, RCP, and TrueBridge.

Other revenues decreased by $1.5 million or 41% to $2.1 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily driven by a decrease of $1.8 million of recognized carried interest income from a pre-acquisition legacy managed fund in other revenue offset slightly by an increase of $0.4 million of income associated with ancillary services performed for certain funds in other revenue.

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Catch-up fees for the nine months ended September 30, 2025 were $4.9 million associated with the fund closings at Qualitas, RCP, and TrueBridge.

Other revenues decreased by $1.5 million or 29% to $3.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily driven by revenue recognized in 2024 from carried interest income from a pre-acquisition legacy managed fund in other revenue of $1.9 million that did not recur in 2025.

The decrease was offset slightly by an increase of $0.6 million of income associated with ancillary services performed for certain funds in other revenue.

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

OPERATING EXPENSES

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Operating Expenses

For the Three Months Ended June 30, 2025 and June 30, 2024

Total operating expenses increased by $0.7 million, or 1%, to $55.0 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

This increase was primarily due to increases in professional fees, general, administrative, and other expenses, and contingent consideration expense.

This increase was offset by decreases in compensation and benefits expense, amortization of intangibles, and strategic alliance expense.

Compensation and benefits expense decreased by $4.1 million, or 11%, to $32.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

This was driven by a $9.6 million decrease in compensation expense due to the second tranche of the WTI earn-out no longer being probable of achievement in the three months ended June 30, 2025.

This decrease was offset by a $4.4 million increase in stock compensation, which consists of a $3.5 million increase related to the 2025 grant of Bonaccord Units and an increase of $0.9 million for management stock awards.

This decrease was also offset slightly by a $0.6 million increase in general compensation expense in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Professional fees increased by $3.2 million, or 91%, to $6.7 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

This was primarily driven by an increase of $2.2 million in legal and professional services associated with acquisition activity and other strategic transactions during the three months ended June 30, 2025, as well as an increase of $1.1 million in audit, SEC Rule 404(b) implementation, tax, and compliance services provided to the Company.

Contingent consideration expense increased by $1.0 million to $1.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

For the Three Months Ended September 30, 2025 and September 30, 2024

Total operating expenses decreased by $0.2 million, or 0%, to $65.2 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This decrease was primarily due to a decrease in professional fees, strategic alliance expense, amortization of intangibles, as well as compensation and benefits expense offset by increases in contingent consideration expense as well as general, administrative, and other.

Compensation and benefits expense decreased by $0.2 million, or 0%, to $42.3 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This was driven by a $3.1 million decrease in compensation expense due to the achievement of the first EBITDA hurdle under the WTI earnout paired with the second hurdle no longer being probable of achievement prior to the three months ended September 30, 2025.

This decrease was offset by a $1.7 million increase in stock compensation, which consists of a $1.1 million increase related to the 2025 grant of Bonaccord Units paired with an increase of $0.6 million for management stock awards.

Additionally, this decrease was offset by a $1.2 million increase in general compensation expense in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Professional fees decreased by $2.7 million, or 29%, to $6.5 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This was primarily driven by a decrease of professional fees associated with the Company's debt refinancing in the three months ended September 30, 2024.

Contingent consideration expense increased by $1.1 million to $1.2 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This was primarily driven by the remeasurement of the Qualitas earnout, related to the Qualitas acquisition in April 2025.

General, administrative, and other increased by $1.8 million, or 26%, to $8.8 million, due primarily to increases in ongoing enhancements to infrastructure, technology, and security, expanding operations with the Qualitas acquisition, and additional rent expense as well as associated office maintenance.

Amortization of intangibles decreased by $0.3 million, or 4%, to $6.2 million, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

General, administrative, and other increased by $2.4 million, or 37%, to $9.1 million, due primarily to expanding operations with the Qualitas acquisition, increases in ongoing enhancements to infrastructure, technology, and security, and additional rent expense as well as associated office maintenance.

Amortization of intangibles decreased by $0.2 million, or 4%, to $6.2 million, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

This was due to decreases at ECG, Five Points, RCP, TrueBridge, and WTI.

2 unchanged sentences

These decreases were offset by the additional intangible asset amortization associated with the Qualitas acquisition in April 2025.

Strategic alliance expense decreased by $0.9 million, or 100%, to $0 for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Strategic alliance expense decreased by $0.6 million, or 100%, to $0 for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

This decrease was due to the conversion of the SAA to an equity interest in Bonaccord, which was effective on April 1, 2025.

For the Six Months Ended June 30, 2025 and June 30, 2024

Total operating expenses increased by $3.2 million, or 3%, to $111.4 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

For the Nine Months Ended September 30, 2025 and September 30, 2024

Total operating expenses increased by $3.0 million, or 2%, to $176.6 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

This increase was due to increases in professional fees, general, administrative and other expense, as well as contingent consideration offset by the decrease in compensation and benefits, amortization of intangibles and strategic alliance expense.

Compensation and benefits expense decreased by $4.1 million, or 6%, to $69.2 million, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

This was driven by a $9.6 million decrease in compensation expense due to the second tranche of the WTI earn-out no longer being probable of achievement in the six months ended June 30, 2025.

Compensation and benefits expense decreased by $4.3 million, or 4%, to $111.5 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

This was driven by a $12.7 million decrease in compensation expense due to the second tranche of the WTI earn-out no longer being probable of achievement in the nine months ended September 30, 2025.

This decrease was offset by a $5.9 million increase in stock compensation, which consists of a $4.7 million increase related to the second grant of Bonaccord Units and an increase of $1.2 million for management stock awards.

This decrease was offset slightly by a $0.6 million increase in general compensation expense in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Additionally, this decrease was offset slightly by a $1.8 million increase in general compensation expense in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Professional fees increased by $3.3 million, or 20%, to $19.7 million.

The primary driver for the increase in professional fees for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was an increase of $5.1 million in professional and legal expenses associated with acquisition activity and other strategic transactions during the six months ended June 30, 2025 as well as normal course of business such as filings and due diligence for acquisitions.

The primary driver for the increase in professional fees for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was an increase of $2.4 million in professional and legal expenses associated with acquisition activity and other strategic transactions during the nine months ended September 30, 2025 as well as normal course of business such as filings and due diligence for acquisitions.

Additionally fees related to audit, SEC Rule 404(b) implementation, tax, and compliance services provided to the Company increased by $0.9 million.

Contingent consideration expense increased by $1.0 million to $1.1 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Contingent consideration expense increased by $2.1 million to $2.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

This was primarily driven by the remeasurement of the Qualitas earnout, related to the Qualitas acquisition in April 2025.

General, administrative and other increased by $2.6 million, or 20%, to $15.6 million, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

General, administrative and other increased by $5.0 million, or 26%, to $24.7 million, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

This was primarily driven by ongoing enhancements to infrastructure, technology, and security, expanding operations with the acquisition of Qualitas, and additional rent expense as well as associated office maintenance.

Amortization of intangibles decreased by $1.4 million, or 11%, to $11.5 million, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Amortization of intangibles decreased by $1.6 million, or 9%, to $17.7 million, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

This was due to decreases at ECG, RCP, and TrueBridge.

2 unchanged sentences

These decreases were offset by the additional intangible asset amortization associated with the Qualitas acquisition in April 2025.

Strategic alliance expense decreased by $0.8 million, or 54%, to $0.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Strategic alliance expense decreased by $1.5 million, or 67%, to $0.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

This decrease was due to the conversion of the SAA to an equity interest in Bonaccord, which was effective on April 1, 2025.

Other (Expense)/Income

For the Three Months Ended June 30, 2025 and June 30, 2024

Other expense increased by $6.4 million, or 112%, to $12.2 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

This increase was driven by an increase in interest expense of $0.7 million on the debt facility due to a larger outstanding debt balance for the three months ended June 30, 2025.

Additionally, other (loss)/income increased expense by $5.7 million primarily due to a $6.5 million loss recognized for the conversion of the right to receive 15% of net management fee earnings to a 15% equity interest in Bonaccord offset slightly by a $0.7 million increase in income from unconsolidated subsidiaries.

For the Six Months Ended June 30, 2025 and June 30, 2024

Other expense increased by $7.6 million, or 70%, to $18.4 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

This increase was driven by $6.3 million increase in expenses included other income/(losses) related to a loss recognized for the conversion of the right to receive 15% of net management fee earnings to a 15% equity interest in Bonaccord as well as a $0.2 million loss related to the guarantee for the Clifford incremental fee offset slightly by a $0.4 million increase in income from unconsolidated subsidiaries.

Additionally interest expense increased by $1.3 million due to a larger average outstanding debt balance for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

For the Three Months Ended September 30, 2025 and September 30, 2024

Other expense increased by $0.4 million, or 6%, to $6.6 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

This increase was driven by an increase in interest expense of $0.3 million on the debt facility due to a larger outstanding debt balance for the three months ended September 30, 2025.

For the Nine Months Ended September 30, 2025 and September 30, 2024

Other expense increased by $8.0 million, or 47%, to $25.0 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

This increase was driven by $6.5 million increase in expenses included in other (loss)/income related to a loss recognized for the conversion of the Strategic Alliance Agreement to an equity interest in Bonaccord as well as a $1.6 million increase in interest expense due to a larger outstanding debt balance for the nine months ended September 30, 2025 offset slightly by a $0.2 million increase in income from unconsolidated subsidiaries.

Income Tax Expense

For the Three Months Ended June 30, 2025 and June 30, 2024

Income tax expense was $1.4 million for the three months ended June 30, 2025, a decrease of $2.3 million from $3.7 million for the three months ended June 30, 2024.

This reduction was mainly due to lower pre-tax income and an increase in the stock-based compensation-related tax benefit in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

For the Six Months Ended June 30, 2025 and June 30, 2024

Income tax expense decreased by $3.8 million to $1.6 million for the six months ended June 30, 2025 compared to an expense of $5.5 million for the six months ended June 30, 2024.

The decrease was primarily due to a decrease in income and an increase in stock-based compensation-related tax benefit in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

For the Three Months Ended September 30, 2025 and September 30, 2024

Income tax expense was $1.1 million for the three months ended September 30, 2025, a decrease of $0.2 million from $1.3 million for the three months ended September 30, 2024.

This reduction was primarily due to a decrease in non-deductible expenditures in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

For the Nine Months Ended September 30, 2025 and September 30, 2024

Income tax expense decreased by $4.0 million to $2.7 million for the nine months ended September 30, 2025 compared to an expense of $6.7 million for the nine months ended September 30, 2024.

The decrease was primarily due to a decrease in income and an increase in stock-based compensation-related tax benefit in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The following table provides a period-to-period roll-forward of our fee paying assets under management on an actual basis.

For the three months

ended June 30,

For the six months

ended June 30,

ended September 30,

For the nine months

ended September 30,

(in millions)

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(3) Net asset value change consists primarily of the impact of market value appreciation (depreciation) from funds that earn fees on a net asset value basis.

FPAUM as of June 30, 2025

FPAUM increased by $2.6 million to $28.9 million for the three months ended June 30, 2025, due primarily to an increase in capital raised and capital deployed from our private equity and private credit as well as the FPAUM acquired in the Qualitas acquisition, which was offset by a decline of fees related to scheduled fee stepdowns and expirations of fees.

FPAUM as of September 30, 2025

FPAUM increased by $0.2 million to $29.1 million for the three months ended September 30, 2025, due primarily to an increase in capital raised and capital deployed from our private equity and private credit which was offset by a decline of fees related to scheduled fee stepdowns and expirations of fees.

Our FPAUM growth and concentration across solutions and vehicles has been relatively consistent over time but can vary in particular periods due to the systematic fundraising cycles of new funds, which typically lasts 12-24 months.

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• Non-fee related income.

The cash income taxes during the three months ended June 30, 2025 and June 30, 2024 as well as during the six months ended June 30, 2025 and June 30, 2024 differ significantly from the net income tax expense, which is primarily comprised of deferred tax expense as described in the results of operations.

For the Three Months Ended June 30,

For the Six Months Ended June 30,

The cash income taxes during the three months ended September 30, 2025 and September 30, 2024 as well as during the nine months ended September 30, 2025 and September 30, 2024 differ significantly from the net income tax expense, which is primarily comprised of deferred tax expense as described in the results of operations.

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

(in thousands)

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Selected Statements of Financial Position

September 30,

(in thousands)

3 unchanged sentences

Debt obligations

There was a decrease in cash and cash equivalents of $33.9 million from December 31, 2024 to $34.3 million as of June 30, 2025 primarily due to the share repurchases in the open market and the Qualitas acquisition.

The change in cash and cash equivalents is discussed below in the "Cash Flows" section.

There was an increase in goodwill and intangible assets of $68.6 million due to the Qualitas acquisition.

Remaining total assets increased in the same period by $25.4 million.

The increase is driven by an increase in accounts receivable from related parties which is primarily due to ECG's Advisory Agreement with Enhanced PC.

The increase was driven by an increase in accounts receivable from related parties which was primarily due to ECG's Advisory Agreement with Enhanced PC.

Additionally, there was an increase in right of use assets related to new office leases as well as an increase in prepaid expenses and other assets associated with the purchase of allocable state tax credits.

Debt obligations increased by $53.2 million which is driven by revolver activity due to the Qualitas acquisition that closed in April 2025 and open market Class A share repurchases.

Accrued compensation and benefits decreased by $44.6 million which was primarily driven by payment related to the achievement of the first EBITDA hurdle of the WTI earnout and the reversal of expense related to the second hurdle of the WTI earnout no longer being probable of achievement.

Debt obligations increased by $73.6 million which was driven by revolver activity due to the Qualitas acquisition that closed in April 2025, open market Class A share repurchases, and the payment related to the WTI earnout.

Liquidity and Capital Resources

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

As of June 30, 2025, the Term Loan with a balance of $325.0 million is incurring interest at a weighted average SOFR rate of 6.85%.

As of June 30, 2025, the New Revolving Facility is split into four tranches.

As of September 30, 2025, the Term Loan with a balance of $325.0 million is incurring interest at a weighted average SOFR rate of 6.85%.

As of September 30, 2025, the Revolving Facility is split into five tranches.

The total principal outstanding is $72.5 million and the weighted-average SOFR rate amongst the tranches is 6.73%.

2 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 FPAUM of the sum of $16.7 million plus 70% of the aggregate amount of FPAUM acquired or not constituted as organic growth as well as a minimum leverage ratio of less than or equal to 3.50.

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

The Company has incurred $12.5 million in interest expense for the six months ended June 30, 2025.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

The following table reflects our cash flows for the six months ended June 30, 2025 and 2024:

For the Six Months

Ended June 30,

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

The Company has incurred $19.1 million in interest expense for the nine months ended September 30, 2025.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The following table reflects our cash flows for the nine months ended September 30, 2025 and 2024:

For the Nine Months

Ended September 30,

(in thousands)

2 unchanged sentences

Net cash provided by (used in) financing activities

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

Increase in cash, cash equivalents and

1 unchanged sentence

Operating Activities

Six Months Ended June 30, 2025 and June 30, 2024

The Company's operating activities generally reflect the Company's earnings in the respective periods after adjusting for significant non-cash activity, including income of unconsolidated subsidiaries, stock-based compensation, depreciation, amortization, and deferred tax expense, all of which are included in net income.

Cash from operating activities decreased by $37.1 million, or 81%, to $8.7 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

For the six months ended June 30, 2025 and 2024, our net cash provided by operating activities was driven primarily by receipts of management fees and advisory fees, offset by a purchase of allocable state tax credits and payment of operating expenses, which includes professional fees, compensation and benefits, as well as general, administrative and other expenses.

Nine Months Ended September 30, 2025 and September 30, 2024

The Company's operating activities generally reflect its earnings in the respective periods after adjusting for significant non-cash activities, including income of unconsolidated subsidiaries, stock-based compensation, depreciation, amortization, and deferred tax expense, all of which are included in net income.

Cash provided from operating activities decreased by $73.2 million to $0.1 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The change in our cash provided by operating activities was driven primarily by a cash payment of $35.0 million related to the achievement of the first EBITDA hurdle for the WTI earnout in 2025, purchases of allocable state tax credits of $12.8 million in 2025, paired with $9.6 million of receipts from the sale of allocable state tax credits in 2024, $5.7 million more in payments related to management profit share in 2025 compared to similar payments in 2024, and a $2.2 million settlement for the final payment relating to Bonaccord's contingent consideration, which is included in operating activities due to outperforming the initial fair value of the liability at the time of acquisition.

Investing activities

Six Months Ended June 30, 2025 and June 30, 2024

The cash used in investing activities increased by $41.8 million to $42.9 million, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

This increase in cash used in investing activities was due to Qualitas acquisition and the purchases of additional property and equipment during the six months ended June 30, 2025.

Nine Months Ended September 30, 2025 and September 30, 2024

The cash used in investing activities increased by $37.7 million to $41.1 million, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

This increase in cash used in investing activities was due to Qualitas acquisition and the purchases of additional leasehold improvements and equipment during the nine months ended September 30, 2025.

Financing Activities

Six Months Ended June 30, 2025 and June 30, 2024

Cash from financing activities for the six months ended June 30, 2025 was $0.4 million, as compared to cash used in financing activities of $44.5 million for the six months ended June 30, 2024.

The change is driven by net borrowing activity on the Company's credit facilities and the proceeds from the SAA 5% purchase option exercise of equity interests in Bonaccord during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Nine Months Ended September 30, 2025 and September 30, 2024

Cash from financing activities for the nine months ended September 30, 2025 was $$13.8 million, as compared to cash used in financing activities of $38.7 million for the nine months ended September 30, 2024.

The change is driven by net borrowing activity on the Company's credit facilities, the change in open market Class A share repurchases, and the proceeds from the SAA 5% purchase option exercise of equity interests in Bonaccord during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Future Sources and Uses of Liquidity

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

As of June 30, 2025, the Board has approved $132.0 million since inception of the program, of which $40 million was approved for the six months ended June 30, 2025, for repurchase under the Share Repurchase Program.

As of September 30, 2025, the Board has approved $157.0 million since inception of the program, of which $65 million was approved for the nine months ended September 30, 2025, for repurchase under the Share Repurchase Program.

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

The timing and amount of any repurchases pursuant to the program will depend on various factors including, the market price of our Class A common stock, trading volume, ongoing assessment of our working capital needs, general market conditions, and other factors.

As of June 30, 2025,

$129.7 million has been spent to buy back shares since the inception of the program and there was $2.3 million remaining for authorized repurchases under this program.

On August 5, 2025, the Board of Directors authorized an additional $25.0 million for repurchases under the Share Repurchase program.

The timing and amount of any repurchases pursuant to the program will depend on various factors, including:

the market price of our Class A common stock, trading volume, ongoing assessment of our working capital needs, general market conditions, and other factors.

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

Off Balance Sheet Arrangements

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GAAP”) and include the accounts of the Company and its consolidated subsidiaries.

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

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

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

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

The estimate for the acquisition-related earnouts require more judgment than the other components in accrued compensation and benefits.

The estimates for the acquisition-related earnouts require more judgment than the other components in accrued compensation and benefits.

The acquisition-related earnout for WTI is an earnout payment of up to $70.0 million of cash and common stock may be earned upon meeting certain performance metrics.

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

Of the total amount, $50.0 million can be earned by the sellers and the remaining

$20.0 million would be allocated to employees of the Company at the time the earnout is earned.

Of the total amount, $50.0 million can be earned by the sellers and the remaining $20.0 million would be allocated to employees of the Company at the time the earnout is earned.

Payment to both sellers and employees is contingent on continued employment and, therefore, these earnout payments are recorded as compensation and benefits expense on the Consolidated Statements of Operations.

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

As of June 30, 2025, the first EBITDA hurdle was achieved and the Company does not expect that the second and third EBITDA hurdle will be achieved.

No payments have been made on the earnout but payment for the achievement of the first hurdle is expected to be made in September 2025.

As of September 30, 2025, the first EBITDA hurdle was achieved and the Company does not expect that the second and third EBITDA hurdles will be achieved.

Payment was made for the achievement of the first hurdle in the nine months ended September 2025.

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

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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 estimated term of the management contract.

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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.

Qualitative and Quantitative Disclosures about Market Risk.

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Interest Rate Risk

As of June 30, 2025, we had $325.0 million in outstanding principal in Term Loans under our Term Loan and $52.5 million under our Revolving Credit Facility.

As of September 30, 2025, we had $325.0 million in outstanding principal in Term Loans under our Term Loan and $72.5 million under our Revolving Credit Facility.

The annual interest rate on the Term Loan is based on SOFR plus 2.6%.

In September 2025, the Company entered into an interest rate collar agreement to hedge the variability in cash flows associated with its outstanding debt facility.

The 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 USD-SOFR CME Term rate, with a cap strike rate of 4.25% and a floor strike rate of 2.31%.

The Company remains exposed to interest rate risk if there is a shift in the environment.

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We estimate that a hypothetical 10% decline in the rate of exchange of the Euro against the U.S.

dollar as of June 30, 2025 would not result in a material change to management fees or investments, and would be largely offset by the currency conversions of the expenses denominated in foreign currencies.

dollar as of September 30, 2025 would not result in a material change to management fees or investments, and would be largely offset by the currency conversions of the expenses denominated in foreign currencies.

Controls and Procedures

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We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing disclosure controls and procedures, our

management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective to provide reasonable assurance that information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

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We are currently integrating Qualitas into our internal control framework and processes and, pursuant to the SEC's guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 will not include the operating results of Qualitas.

Except for the preceding changes, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the preceding changes, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis