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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-28 · 200 added, 219 removed, 309 unchanged (58% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis relates to the activities and operations of P10.

As used in this section, “P10,” the “Company”, “we” or “our” includes P10 and only its consolidated subsidiaries.

The following discussion and analysis relates to the activities and operations of Ridgepost.

As used in this section, “Ridgepost,” the “Company”, “we” or “our” includes Ridgepost and only its consolidated subsidiaries.

The following information should be read in conjunction with our selected financial and operating data and the accompanying consolidated financial statements and related notes contained elsewhere in this annual report on Form 10-K.

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Our mission is to provide our investors differentiated access to a broad set of solutions and investment vehicles across highly attractive asset classes and geographies that generate superior risk-adjusted returns.

Our success and growth have been driven by our position in the private markets’ ecosystem, providing investors with specialized private market solutions across a comprehensive set of investment strategies, including primary investment funds, secondary investment, direct investment and co-investments and advisory solutions.

Our success and growth have been driven by our position in the private markets’ ecosystem, providing investors with specialized private market solutions across a comprehensive set of investment strategies, including primary investment funds, secondary investment funds, direct investment and co-investments and advisory solutions.

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.

On February 11, 2026, the Company's name changed to Ridgepost Capital, Inc.

The Company's stock symbol also changed to NYSE:

As of December 31, 2025, our private market solutions were comprised of the following:

• Private Equity Solutions (PES) .

Under PES, we make direct and indirect investments in middle and lower- middle market private equity across North America.

Under PES, we make direct and indirect investments in middle and lower- middle market private equity across North America and Europe.

PES also makes minority equity investments in a diversified portfolio of mid-sized managers across private equity, private credit, real estate and real assets.

The PES investment team, which is comprised of 42 investment professionals with an average of 26+ years of experience, has deep and long-standing investor and fund manager relationships in the middle and lower-middle market which it has cultivated over the past 20 years, including over 2,280+ investors, 285+ fund managers, 560+ private market funds and 5,100+ portfolio companies.

The PES investment team, which is comprised of 70 investment professionals with an average of 22+ years of experience, has deep and long-standing investor and fund manager relationships in the middle and lower-middle market which it has cultivated since inception in 2001, including over 3,800+ investors, 320+ fund managers, 690+ private market funds and 5,600+ portfolio companies.

We have 70 active investment vehicles.

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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, 62,700+ funds, 94,500+ individual transactions, 49,400+ private companies and 556,000+ financial metrics.

As of December 31, 2024, PES managed $14.1 billion of Fee-Paying Assets Under Management ("FPAUM").

As of December 31, 2025, PES has raised over $24 billion assets under management ("AUM"), of which $17.5 billion are Fee-Paying Assets Under Management ("FPAUM").

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

(i) net asset value ("NAV") of our clients' and funds' underlying investments as of the most recently available date;

(ii) drawn and undrawn debt (excluding capital call lines);

(iii) uncalled capital commitments (net of deferred purchase price and not in excess of total capital commitments, as applicable) as of the NAV record date;

(iv) incremental commitments raised since NAV record date.

In situations where NAV data is not available, such as with certain advisory relationships, we use FPAUM.

• Venture Capital Solutions (VCS).

Under VCS, we make investments in venture capital funds across North America and specialize in targeting high-performing, access-constrained opportunities.

The VCS investment team, which is comprised of 16 investment professionals with an average of 24+ years of experience, has deep and long-standing investor and fund manager relationships in the venture market which it has cultivated over the past 14+ years, including over 1,980+ investors, 110+ fund managers, 100+ direct investments, 415+ private market funds and 14,700+ portfolio companies.

The VCS investment team, which is comprised of 14 investment professionals with an average of 18+ years of experience, has deep and long-standing investor and fund manager relationships in the venture market which it has cultivated since inception in 2007, including over 2,000+ investors, 120+ fund managers, 120+ direct investments, 450+ private market funds and 16,500+ portfolio companies.

We have 23 active investment vehicles.

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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 December 31, 2024, VCS managed $6.4 billion of FPAUM.

As of December 31, 2025, VCS has raised over $11 billion AUM, of which $6.8 billion are FPAUM.

• Private Credit Solutions (PCS).

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PCS also provides loans to mid-life, growth equity, venture and other funds backed by the unrealized investments at the fund level and provide financing for companies that would otherwise require equity.

The PCS investment team, which is comprised of 54 investment professionals with an average of 25+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated over the past 22 years, including 440+ investors across 49 active investment vehicles and 1,800+ portfolio

companies with $9.8+ billion capital deployed.

The PCS investment team, which is comprised of 53 investment professionals with an average of 25+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated since inception in 1980, including 430+ investors across 47 active investment vehicles and 1,800+ portfolio companies with $10.5+ billion capital deployed.

Our PCS is differentiated by our relationship-driven sourcing approach providing capital solutions for growth-oriented companies.

We are further synergistically strengthened by our PES network of fund managers, characterized by more than 630 credit opportunities annually.

We are further synergistically strengthened by our PCS network of fund managers, characterized by more than 1,500+ credit opportunities annually.

We currently maintain 100+ active sponsor relationships and have 130+ platform investments.

Within PCS, the Company has investments that target renewable energy development and historic building renovation projects, as well as provide capital to small businesses that are woman or minority owned or operated in underserved communities.

Within PCS, the Company makes investments that support historic building preservation, brownfield site remediation, and renewable energy projects, as well as provide capital to small businesses in underserved communities.

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.

From the impact investing inception in 1999 through December 31, 2024, inclusive of proprietary assets and assets managed by affiliates, Enhanced Capital has raised a total of $6.4 billion.

Of the total AUM, impact assets represent $4.2 billion invested in over 1,000 projects and businesses across 40 states, Washington DC, and Puerto Rico and does not include investments made by non-impact affiliates.

Investments in clean energy have generated an estimate of over 2,900 GWh of renewable energy from inception to December 31, 2024.

As of December 31, 2024, PCS managed approximately $5.2 billion of FPAUM.

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

Alpert and Mr.

Webb (each, a "Transition Agreement").

Pursuant to the Transition Agreements, Mr.

Alpert and Mr.

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

Alpert and Mr.

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

Additionally, Mr.

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

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

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

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

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

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

Effective June 14, 2024, Mr.

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

Sarsfield, as Chairman of the Board.

In connection with Mr.

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

Alpert agreed to the early termination of Mr.

Alpert's Transition Agreement.

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

Effective November 7, 2024, each of Mr.

Alpert and Mr.

Webb resigned as members of the board of the Company.

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

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

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

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

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

On February 11, 2025, the Board of Directors authorized an additional $40.0 million for repurchases under the Stock Repurchase Program.

As of December 31, 2025, PCS has raised over $7 billion AUM, of which $5.1 billion are FPAUM.

Of the total AUM, impact assets represent $4.7 billion invested in over 1,000 projects and businesses across 40 states, Washington DC, and Puerto Rico, not including investments made by non-impact affiliates.

Investments in clean energy have generated an estimate of about 4,000 GWh of renewable energy from inception to December 31, 2025.

Sources of Revenue

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Primary investment funds refer to investment vehicles which target investments in new private markets funds, which in turn invest directly in portfolio companies.

P10’s primary investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor.

Ridgepost’s primary investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor.

Primary investments are made during a fundraising period in the form of capital commitments, which are called upon by the fund manager and utilized to finance its investments in portfolio companies during a predefined investment period.

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Direct and co-investments involve acquiring an equity interest in or making a loan to an operating company, project, property, alternative asset manager, or asset, typically by co-investing alongside an investment by a fund manager or by investing directly in the underlying asset.

P10’s direct and co- investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor.

Ridgepost’s direct and co- investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor.

Capital committed to direct investments and co-investments is typically invested immediately, thereby advancing the timing of expected returns on investment.

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Capital commitments from investors typically average ten to fifteen years, though they may vary by fund.

We offer direct and co-investment funds across our private equity, venture capital, impact investing and private credit solutions.

We offer direct and co-investment funds across our private equity, venture capital, and private credit solutions.

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

Our direct investing platform comprises approximately $10.6 billion of our FPAUM as of December 31, 2025.

• Secondaries.

Secondaries refer to investments in existing private markets funds through the acquisition of an existing interest in a private markets fund by one investor from another in a negotiated transaction.

• Secondary Investment Funds.

Secondary investment funds refer to investments in existing private markets funds through the acquisition of an existing interest in a private markets fund by one investor from another in a negotiated transaction.

In so doing, the buyer agrees to take on future funding obligations in exchange for future returns and distributions.

Because secondary investments are generally made when a primary investment fund is three to seven years into its investment period and has deployed a significant portion of its capital into portfolio companies, these investments are viewed as more mature.

Because secondary investment funds are generally made when a primary investment fund is three to seven years into its investment period and has deployed a significant portion of its capital into portfolio companies, these investments are viewed as more mature.

We typically receive fees from investors on committed capital for a decade, the typical life of the fund.

We currently offer secondaries funds across our private equity solutions.

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

Our secondary funds comprise approximately $1.6 billion of our FPAUM as of December 31, 2024.

We currently offer secondary investment funds across our private equity solutions.

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

Our secondary investment funds comprise approximately $3.0 billion of our FPAUM as of December 31, 2025.

Operating Segments

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Trends Affecting Our Business

Our business is affected by a variety of factors, including conditions in the financial markets and economic and political conditions in the North American markets in which we operate, as well as changes in global economic conditions, and regulatory or other governmental policies or actions, which can materially affect the values of the funds our platforms manage, as well as our ability to effectively manage investments and attract capital.

Despite higher interest rates and the global economy outlook remaining uncertain, we continue to see investors turning towards alternative investments to achieve asset class diversification, superior investment returns, and participation in access constrained investment opportunities.

Our business is affected by a variety of factors, including conditions in the financial markets and economic and political conditions in the North American and European markets in which we operate, as well as changes in global economic conditions, and regulatory or other governmental policies or actions, which can materially affect the values of the funds our platforms manage, as well as our ability to effectively manage investments and attract capital.

Despite higher interest rates and the global economy outlook remaining uncertain, we continue to benefit from institutional investors turning towards alternative investments to achieve asset class diversification, superior investment returns, and participation in access-constrained investment opportunities.

The continued growth of our business may be influenced by several factors, including the following market trends:

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Our ability to attract new capital is dependent on investor demand for private markets solutions.

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.

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

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.

Additional trends driving investor demand are (a) increasing long-term investor allocations towards private market asset classes, (b) legislation that allows retirement plans to add private equity vehicles as an investment option, and (c) the adoption of Environmental, Social, and Corporate Governance (“ESG”) and impact investing by the institutional and high net worth investor community, and demand from high-net-worth individuals, also known as retail investors.

Additional trends driving investor demand are (a) increasing long-term investor allocations towards private market asset classes, and (b) legislation that allows retirement plans to add private equity vehicles as an investment option and impact investing by the institutional and high-net-worth investor community, and demand from high-net-worth individuals, also known as retail investors.

• Favorable lower and lower-middle market dynamics, and data-driven sourcing.

We attribute our strong investment performance track record to several factors, including:

our broad private market relationships and access to fund managers and investments, our diligent and responsible investment process, our tenured investing experience and our premier data, technology, and analytic capabilities.

We attribute our strong investment performance track record to several factors, including our broad private market relationships and access to fund managers and investments, our diligent and responsible investment process, our tenured investing experience, and our premier data, technology, and analytic capabilities.

Our ability to continue generating strong returns will be impacted by lower and lower-middle market dynamics, and our ability to source deals efficiently and effectively using data analytics.

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This favorable lower and lower-middle market dynamic implies a larger pool of opportunities at compelling purchase price valuations with significant return potential.

In addition, our premier data and analytic capabilities, driven by our proprietary

database, support our robust and disciplined sourcing criteria, which fuels our highly selective investment process.

Our database stores and organizes a universe of managers and opportunities with powerful tracking metrics that we believe drive optimal portfolio construction, management, and monitoring and enable a portfolio grading system, as well as repository of investment evaluation scorecards.

In addition, our premier data and analytic capabilities, driven by our proprietary database, support our robust and disciplined sourcing criteria, which fuel our highly selective investment process.

Our database stores and organizes a universe of managers and opportunities with powerful tracking metrics that we believe drive optimal portfolio construction, management, and monitoring.

This enables and supports a portfolio grading system, as well as a repository of investment evaluation scorecards.

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.

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

The purview of private markets has meaningfully broadened over the last decade.

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

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

The scope of private markets has expanded significantly over the last decade.

As investors increase their allocations to private markets' investments, we believe the demand for asset class diversification will rise.

Furthermore, as part of this evolution we believe investors will seek out private market solutions providers with scale and an ability to deliver multiple asset classes and vehicle solutions to streamline relationships and pursue cost efficiency.

Our scalable business model is well positioned to expand and grow our footprint as we develop our position within the private markets ecosystem to further leverage our synergistic solutions offering.

We currently have a leading presence in North America, but believe that expanding our investor presence into international markets can be a significant growth driver for our business as investors continue to seek geographically diverse private market exposure.

Further, expanding into additional asset class solutions can enable us to further enhance our integrated network effect across private markets by, among other benefits, fostering deeper manager relationships.

We believe that the growing number of private markets focused fund managers increases the operational burden on investors and will lead to a greater reliance on highly trusted advisors to help investors navigate the complexity associated with multi- asset class manager selection.

• Increasing regulatory requirements and political uncertainty.

The complex regulatory and tax environment carries the potential to restrict our operations and our business activities, as well as subject us to increased compliance and administrative burdens.

The SEC recently adopted new rules and rule amendments to enhance the regulation of all investment advisors, including private fund advisers.

The task of satisfying the requirements of these updated rules is expected to increase our compliance costs and further restrict certain business activities.

Among these new and amended rules is the SEC's significantly updated requirements for investment advisers related to cybersecurity and ensuring investor privacy.

There is additional uncertainty around potential legal, regulatory, and tax changes, which may impact our profitability or impact our ability to operate and grow our business.

Furthermore, as part of this evolution, we believe investors will seek out private market solutions providers with scale and the ability to deliver multiple asset classes and vehicle solutions, hereby streamlining relationships and pursuing cost efficiency.

Our scalable business model is well-positioned to expand and grow our footprint as we broaden our position within the private markets ecosystem.

We currently have a leading presence in North America and, with the acquisition of Qualitas, we now also have a presence in Europe.

We believe that expanding our presence into international markets can be a significant growth driver for our business as investors continue to seek geographically diverse private market exposure.

Further, expanding into additional asset class solutions can enable us to further enhance our integrated network effect across private markets by, among other benefits,

fostering deeper manager relationships.

We believe the growing number of private markets' focused fund managers increases the operational burden on investors and will lead to a greater reliance on highly-trusted advisors to help investors navigate the complexity associated with multi-asset class manager selection.

• Political uncertainty, foreign currency exposure, and increasing regulatory requirements.

There is uncertainty in fluctuation around potential legal, regulatory, currency exchange rates and tax changes, which may impact our profitability or impact our ability to operate and grow our business.

Additionally, the complex regulatory and tax environment carries the potential to restrict our operations and our business activities, as well as subject us to increased compliance and administrative burdens.

• Our ability to raise capital in order to fund acquisitions and strategic growth initiatives.

In addition to organic growth of our existing solutions and services, our growth will continue to depend, in part, on our ability to identify, evaluate and acquire high performing and high-quality asset management businesses to expand our team of asset managers and advisors, as well as expand the industries and end markets which we serve.

In addition to organic growth of our existing business, our growth will continue to depend, in part, on our ability to identify, evaluate and acquire high performing and high-quality asset management businesses to expand our team of asset managers and advisors, as well as expand the industries and end markets which we serve.

These acquisitions may require us to raise additional capital through debt financing or the issuance of equity securities.

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The funding available through the issuance of equity securities will be determined in part by the market price of our shares.

• 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.

• Increased competition to work with top private fund managers.

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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We believe that the general trend towards transparency and consistency in private markets reporting will create new opportunities for us to leverage our databases and analytical capabilities.

We intend to use these advantages afforded to us by our proprietary databases, analytical tools and deep industry knowledge to drive our performance, provide our clients with customized solutions across private markets asset classes and continue to differentiate our products and services from those of our competitors.

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, as well as our ability to maintain our investment scale, considering the evolving competitive landscape and potential industry consolidation.

We intend to continue to use these advantages afforded to us by our proprietary databases, analytical tools, and deep industry knowledge to drive our performance, provide clients with customized solutions across private markets asset classes, and continue to differentiate our products and services from those of our competitors.

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 ongoing basis, as well as our ability to maintain our investment scale, considering the evolving competitive landscape and potential industry consolidation.

• Consolidation of Manager relationships and flight to quality.

As global financial markets continue to remain uncertain and private markets investors evaluate their exposure and allocation to private markets, a trend of

consolidating managers has emerged.

As global financial markets continue to remain uncertain and private markets investors evaluate their exposure and allocation to private markets, a trend of consolidating managers has emerged.

Our strategies, with long-track records of success, deep industry experience, well-established relationships, and high-quality investment opportunities, can benefit from a trend toward reducing the number of managers to which capital is allocated.

Furthermore, we believe that by offering investors access to access-constrained investment opportunities, investors may favor our strategies as they make decisions on market exposure and allocation levels.

• Counter-cyclical strategies can thrive in a higher-rate environment.

• All-weather strategies can thrive in a myriad of environments.

Some strategies are counter-cyclical in nature and can take advantage of a higher rate environment.

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We earn management and advisory fees based on a percentage of investors’ capital commitments, in or, in select cases, capital deployed to our investment funds.

Management and advisory fees during the commitment period are charged on capital commitments and after the commitment period (or a defined anniversary of the fund’s initial closing) is reduced by a percentage of the management and advisory fees for the preceding years or charged on net invested capital or NAV, in select cases.

Fee schedules are generally fixed and set for the expected life of the funds, which typically are between ten to fifteen years.

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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 an uncommon pre-acquisition legacy managed fund and incremental incentive revenues earned as a part of an advisory agreement between ECG and Crossroads Impact Corp.

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, which was terminated by the parties on December 23, 2024.

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 are exercisable starting 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 these 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.

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Compensation and benefits are our largest expense and consists of salaries, bonuses, severance, stock-based compensation, earnout and bonus payments related to the acquisition of WTI, employee benefits and employer-related payroll taxes.

competitive compensation levels as we expand into new markets to create new products and services.

Despite our general operating leverage that exists, we expect to continue to experience an incremental rise in compensation and benefits expense commensurate with expected growth in headcount and with the need to maintain competitive compensation levels as we expand into new markets to create new products and services.

In substantially all instances, the Company does not hold carried interests in the funds that we manage.

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General, administrative and other includes rent, travel and entertainment, technology, insurance and other general costs associated with operating our business.

Strategic alliance expense is included in operating expenses.

This expense is driven by the Strategic Alliance Agreement that Bonaccord entered into with an investor at the time Bonaccord was acquired in exchange for a portion of net management fee earnings.

Strategic alliance expense was included in operating expenses.

This expense was driven by the Strategic Alliance Agreement that Bonaccord entered into with an investor at the time Bonaccord was acquired in exchange for a portion of net management fee earnings.

On April 1, 2025, the investor converted their portion of Bonaccord's net management fee earnings into an equity interest in Bonaccord.

Other (Expense)/Income

Interest expense, net includes interest paid and accrued on our outstanding debt, along with the amortization of deferred financing costs.

Other income (loss) includes any income from unconsolidated subsidiaries, interest income earned from bank accounts across management companies, and any accrued expenses related to litigation and regulatory activity as necessary, which would be discussed in Note 13 of our Consolidated Financial Statements.

Income Tax Benefit/(Expense)

Income tax benefit/(expense) is comprised of current and deferred tax benefit/(expense).

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

Other loss includes any income/(loss) from unconsolidated subsidiaries, interest income earned from bank

accounts across management companies, the loss recognized for the conversion of the right to receive 15% of net management fee earnings to a 15% equity interest in Bonaccord, remeasurement of the contingent loss related to the Clifford guarantee, and accrued expenses related to litigation and regulatory activity as necessary, which would be discussed in Note 13 of our consolidated financial statements.

Income Tax Expense

Income tax expense is comprised of current and deferred tax expense.

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

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

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Our vehicles typically earn management and advisory fees based on committed capital, and in certain cases, net invested capital, depending on the fee terms.

Management and advisory fees based on committed capital or deployed capital are not affected by market appreciation or depreciation.

Management and advisory fees based on committed or deployed capital are not affected by market appreciation or depreciation.

Results of Operations

For the years ended December 31, 2025, December 31, 2024, and December 31, 2023

ended December 31,

For the Year Ended December 31,

(in thousands)

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Interest expense, net

Other (losses)/income

Total other (expense)

Net income/(losses) before income taxes

Income before income taxes

Income tax expense

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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 years ended December 31, 2025 and December 31, 2024.

For the year ended December 31, 2024 compared to the year ended December 31, 2023, revenues increased $54.7 million or 23% due to higher management and advisory fees as well as an increase in catch up fees due to fund closings across the Company.

Management and advisory fees increased $51.5 million, or 22%, to $290.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to continued fundraising and deployed capital throughout 2024 and 10% growth in average FPAUM across the Company.

Catch up fees for the year ended December 31, 2024 were $38.9 million.

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

Management fees are non-refundable, however, a certain fund was raised in 2022 with the objective of investing in all funds raised with an undisclosed manager across its global platform, most likely across two vintages – 2022 and 2024/2025.

The fund closed with $275.0 million of external LP capital.

Management fees were charged on $250 million, as the fund manager was unsure how much of the $275.0 million raised would be deployed.

The management rate is 1% based on LP commitment.

The fund deployed just under 40% of its total fund size in the 2022 vintages, with the remaining 60% reserved for future vintages.

In late 2023, the undisclosed manager announced that it would be separating its global platform into three separate geo-specific entities, spinning its India and China operations off into their own independent firms.

The fund mandate does not allow investments in these new independent firms.

As a result, the fund manager recommended that LPs vote to release all fund LPs from their uninvested capital which was approximately 60% of the original commitment.

The fund manager distributed a consent election to that effect.

The management fee from inception will be revised based on this new, smaller fund size which is approximately 40%.

In addition, to preserve goodwill with limited partners, the fund waived 50% of the recalculated management fee from inception at June 2022 to December 2023.

In accordance with ASC 606, this price concession was treated as a contract modification thus reducing revenue in the period in which it was identified which was the fourth quarter of 2023.

In the fourth quarter of 2023, revenue was reduced by $3.0 million.

Other revenues, which represent ancillary elements of our business, increased by $3.2 million or 107% to $6.2 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023 driven by $2.1 million of

recognized carried interest income from an uncommon pre-acquisition legacy managed fund, an increase of $0.6 million in ancillary services provided to clients, an increase of $0.4 million of interest income, and an increase of $0.1 million of subscription fee revenues.

ended December 31,

For the year ended December 31, 2025 compared to the year ended December 31, 2024, management and advisory fees increased due to an increase in average FPAUM despite a decrease in catch-up fees, however revenues remained flat due to a decrease in one-time revenues for ancillary services.

Management and advisory fees increased $2.3 million, or 1%, to $292.5 million for the year ended December 31, 2025 as compared to the year ended December 31, 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 FPAUM.

Catch up fees for

the year ended December 31, 2025 were $5.4 million.

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

Other revenues, which represent ancillary elements of our business, decreased by $1.4 million or 22% to $4.9 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024 driven by a $2.1 million decrease in recognized carried interest income from uncommon pre-acquisition legacy managed fund offset slightly by an increase of $0.7 million in ancillary services provided to clients.

For the Year Ended December 31,

OPERATING EXPENSES

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Years Ended December 31, 2025 and December 31, 2024

Total operating expenses increased by $15.0 million, or 7%, to $235.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

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

Compensation and benefits expense increased by $1.0 million, or 1%, to $155.3 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The increase was driven by $21.6 million of increases in headcount and associated benefits across the Company as well as merit-based salary raises to retain and motivate talent across the Company.

The increase was offset by a change of estimate for timing of achieving the earnout payment related to the acquisition of WTI.

While the Company still expects the first two hurdles to be met, the period in which the hurdles are expected to be satisfied is anticipated to be later than previously projected, which prospectively adjusted recognition of the expense and resulted in $8.7 million decrease for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Additionally, there was a decrease in severance expense of $5.4 million and a decrease in stock compensation of $6.5 million, of which $1.0 million decrease relates to remeasurement for the fair value of the Bonaccord Units and Hark Units related to the acquisition of Bonaccord and Hark and a decrease of $3.9 million related to management stock award accelerations due to management turnover and the Executive Transition in October 2023.

In 2023, the Hark Units were fully earned and recognized, therefore, there was no correlating expense in 2024 associated with the Hark Units.

Moreover, the Bonaccord Units, which are recognized using the tranche method, had a decrease in expense for the year ended December 31, 2024 compared to the year ended December 31, 2024.

In 2024, the Bonaccord Units were fully earned and recognized.

For further discussion on the Bonaccord Units and Hark Units, please see Note 15 of the Consolidated Financial Statements.

Professional fees increased by $8.8 million, or 69%, to $21.5 million primarily driven by a $3.2 million increase in professional and legal fees associated with the Company's debt refinancing and the remaining increase attributable to the Company's transitions related to build out of management team, office locations, policies as well as normal course of business such as contract modifications, filings, and due diligence for acquisitions.

General, administrative and other increased by $6.2 million, or 27% to $28.8 million, due to $2.2 million of additional placement agent fees and other expenses associated with increased revenues, $1.4 million increase in marketing efforts, as well as $2.4 million of ongoing enhancements to infrastructure, technology, premises, and security across the Company.

Contingent consideration expense decreased $0.4 million, to $0.2 million, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This was driven by remeasurement of contingent consideration payable in connection with the acquisitions of both Hark and Bonaccord included in 2023, compared to remeasurement of contingent consideration payable in connection with only the acquisition of Bonaccord.

The Hark contingent consideration was fully earned and paid in 2023 and the Bonaccord contingent consideration is fully earned as of December 31, 2024 with the final payment of $2.3 million made on January 24, 2025.

Total operating expenses decreased by $4.0 million, or 2%, to $231.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

This decrease was driven by a decrease of compensation and benefits expense offset by an increase in general, administrative, and other expenses.

Compensation and benefits expense decreased by $11.7 million, or 8%, to $143.6 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease was driven by a $22.2 million decrease in compensation expense related to the EBITDA bonus and the second hurdle of the WTI earn-out no longer being probable of achievement in the year ended December 31, 2025.

This decrease was offset by $1.0 million increase in compensation and benefits related to the Qualitas acquisition as well as $9.6 million increase in compensation and benefits related to increases in headcount and associated benefits across the Company as well as merit-based compensation to retain and motivate talent across the Company.

Professional fees increased by $4.1 million, or 19%, to $25.5 million primarily driven by a $2.3 million increase in professional and legal fees associated with acquisition activity and other strategic transactions during the year ended December 31, 2025 as well as normal course of business such as filings and compliance.

Additionally fees related to audit, SEC Rule 404(b) implementation, tax, and compliance services provided to the Company increased by $1.4 million during the year ended December 31, 2025.

General, administrative and other increased by $6.4 million, or 22% to $35.1 million, due to $4.6 million of ongoing enhancements to infrastructure, technology, premises, and security across the Company as well as $0.8 million increase in marketing efforts, and $0.7 million increase in depreciation expense.

Contingent consideration expense increased by $2.8 million, to $2.9 million, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

This was primarily driven by remeasurement of the contingent consideration payable in connection with the Qualitas acquisition in April 2025.

Amortization of intangibles decreased by $1.8 million, or 7%, to $23.8 million, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

This is due to decreases at ECG and RCP.

The decrease at ECG is driven by syndicate contracts' amortization schedule, which is based on projected revenues at the time of acquisition.

The decrease at RCP is driven by asset management fee contracts' amortization schedule, which is based on projected revenues at the time of acquisition.

Strategic alliance expense increased by $3.0 million, or 201%, to $4.5 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This is due to an increase in net management fee earnings that was driven by additional fundraising and management fee revenue in 2024.

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

The decrease at ECG was driven by syndicate contracts' amortization schedule, which is based on projected revenues at the time of acquisition.

The decreases at RCP and TrueBridge were driven by asset management fee contracts' amortization schedule, which was based on projected revenues at the time of acquisition.

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

Strategic alliance expense decreased by $3.8 million to $0.7 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

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

Other (Expense)/Income

Years Ended December 31, 2025 and December 31, 2024

Other expenses increased by $8.2 million, or 34%, to $32.3 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This increase was driven by $10.1 million in other (losses)/income related to the measurement expense of contra-revenue put option related to incentive fees.

Additionally, an increase in interest expense of $3.6 million due to a higher average of SOFR rates and a larger average outstanding debt balance for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This was offset slightly by $2.4 million in other (losses)/income related to legal settlement expenses incurred in the year ended December 31, 2023 compared to a $1.2 million legal settlement gain recognized in the year ended December 31, 2024.

The legal settlements in both 2023 and 2024 were primarily related to a matter with the Oregon Department of Justice.

The increase was also slightly offset by $2.0 million increase in other (losses)/income related to interest earned for money market accounts and income from unconsolidated subsidiaries.

Other expense increased by $0.9 million, or 3%, to $33.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

This increase was driven by $1.8 million increase in interest expense due to a larger average outstanding debt balance for the year ended December 31, 2025.

Additionally, a $6.5 million loss for the conversion of the Strategic Alliance Agreement to an equity interest in Bonaccord and $1.6 million remeasurement expense of contra-revenue put option related to incentive fees recognized in the year ended December 31, 2025 were offset by a $10.1 million measurement expense of contra-revenue put option related to incentive fees and $1.0 million gain from legal settlement related to a matter with the Oregon Department of Justice in the year ended December 31, 2024.

Income Tax Expense

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Income tax expense increased by $0.7 million to an expense of $9.4 million for the year ended December 31, 2025 compared to an expense of $8.7 million for the year ended December 31, 2024.

The increase in income tax expense from 2023 to 2024 was due to an increase in overall net operating income and flow-through income from underlying investments in 2024.

The increase in income tax expense from 2024 to 2025 was due to an increase in overall net operating income.

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

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Net Asset Value Change (3)

Impact of exchange rate movements

Scheduled fee base stepdowns

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FPAUM as of December 31, 2025

FPAUM increased by $2.4 billion or 10% to $25.7 billion for the year ended December 31, 2024, due primarily to an increase in capital raised and capital deployed from our private equity and venture capital solutions, which was offset by a decline of fees related to scheduled fee stepdowns and expiration of fees.

FPAUM increased by $3.7 billion or 15% to $29.4 billion for the year ended December 31, 2025, due to organic growth through capital raised and capital deployed from our private equity and private credit paired with inorganic growth through the Qualitas acquisition in April 2025.

This increase 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.

We expect to continue to expand our fundraising efforts and grow FPAUM with the launch of new specialized investment vehicles and asset class solutions.

Results of Operations for Years Ended December 31, 2023 and 2022

For a comparison of our results of operations for fiscal years ended December 31, 2023 and 2022 see "Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of our annual report Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 13, 2024 and incorporated by reference herein.

Non-GAAP Financial Measures

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Other companies may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

We use Fee-Related Revenue ("FRR"), Fee-Related Earnings ("FRE"), Adjusted Net Income ("ANI"), as well as Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) to provide additional measures of profitability.

We use Adjusted Net Income ("ANI"), Fee-Related Revenue ("FRR"), and Fee-Related Earnings ("FRE") to provide additional measures of profitability.

We use the measures to assess our performance relative to our intended strategies, expected patterns of profitability, and budgets, and use the results of that assessment to adjust our future activities to the extent we deem necessary.

FRR is calculated as Total Revenues less any incentive fees.

FRE is a non-GAAP performance measure used to monitor our baseline earnings less any incentive fee revenue and excluding any incentive fee-related expenses.

ANI reflects our actual cash flows generated by our core operations.

ANI is calculated as Adjusted EBITDA, less actual cash paid for interest and federal and state income taxes.

In order to compute Adjusted EBITDA, we adjust our GAAP net income/(loss) for the following items:

FRR is calculated as Total Revenues less any non-fee related revenue.

ANI reflects an estimate of our cash flows generated by our core operations.

ANI is calculated as FRE, plus non-fee related income less strategic alliance noncontrolling interests expense, less actual cash paid for interest and federal and state income taxes.

In order to compute FRE, we adjust our GAAP net income/(loss) for certain items, including the following:

• Expenses that typically do not require us to pay them in cash in the current period (such as depreciation, amortization and stock-based compensation);

• Earn out related compensation;

• The cost of financing our business;

• One-time expenses related to restructuring of the management team including placement/search fees;

• Expenses related to the debt refinancing completed in August 2024;

• Expenses related to one-time technical accounting matters and the debt refinancing completed in August 2024;

• Acquisition-related expenses which reflects the actual costs incurred during the period for the acquisition of new businesses, which primarily consists of fees for professional services including legal, accounting, and advisory, as well as bonuses paid to employees directly related to the acquisition;

• The effects of income taxes;

The cash income taxes paid during the 2024 and 2023 periods differ significantly from the net income tax expense, which is primarily comprised of deferred tax expense as described in the results of operations.

Ended December 31,

• Non-fee related income.

The cash income taxes during the 2025, 2024, and 2023 periods 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 Year Ended December 31,

(in thousands)

Net Income/(Loss)

Depreciation & amortization

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Earn out related compensation

Adjusted EBITDA

Cash interest expense, net

Non-fee related income

Fee-Related Earnings

Non-fee related income

Strategic alliance noncontrolling interests expense

Cash interest expense

Cash income taxes, net of taxes related to acquisitions

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Fee-Related Revenue

Adjusted EBITDA

Non-Fee Related Income

Fee-Related Earnings

Financial Position, Liquidity and Capital Resources

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Debt obligations

There was an increase in cash and cash equivalents from $32.1 million as of December 31, 2023 to $68.1 million as of December 31, 2024 due to operating cash flows offset by cash used for open market repurchases for the Company's stock.

There was a decrease in goodwill and intangible assets of $25.6 million driven by amortization of intangible assets during the year ended December 31, 2024.

Remaining total assets also increased in the same period by $24.7 million due to $35.9 million increase in due from related parties and accounts receivable offset by a $9.9 million decrease in prepaid expenses and other assets.

The increase in due from related parties is driven by the Advisory Agreements with Enhanced Permanent Capital and the increase in accounts receivable is driven by an increase in revenues across the Company.

The decrease in prepaid expenses and other assets was related to the sale of inventory assets for tax credit programs at Enhanced.

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 $62.6 million due to the Qualitas acquisition.

Remaining total assets increased in the same period by $35.6 million.

The increase was driven by an increase in accounts receivable from related parties which was primarily due to ECG's Advisory Agreement with Enhanced Permanent Capital, LLC ("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.

Accrued compensation and benefits decreased by $49.1 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 WTI EBITDA bonus and the second hurdle of the WTI earnout no longer being probable of achievement.

Debt obligations increased by $53.4 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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However, to fund our continued growth, we have utilized capital obtained through debt and equity raises.

Our ability to continue to raise funds or issue new shares as consideration will be critical as we pursue additional business development opportunities and new acquisitions.

On December 22, 2021, P10, Inc.

entered into a Term Loan and Revolving Credit Facility with JP Morgan Chase Bank, N.A..

The term loan and revolving credit facility provides financing for acquisition activity.

The term loan provides for a $125.0 million facility and the revolving credit facility provides for an additional $125.0 million.

There is also a $125 million accordion feature available in the credit agreement, which we exercised in September 2022.

The accordion was not drawn until October 2022, at which point it was divided to $87.5 million of term loan and $37.5 million of revolver.

Our ability to continue to raise funds will be critical as we pursue additional business development opportunities and new acquisitions.

On August 1, 2024, the Company entered into the Amended and Restated Credit Agreement, which provides for a new senior secured revolving credit facility in the amount of $175.0 million with a $10.0 million sublimit for the issuance of letters of credit, and a new senior secured loan facility in the amount of $325.0 million.

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

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

The Amended and Restated Credit Facilities are to be used to refinance and replace the credit facilities under the then existing credit agreement and for general corporate purposes, including acquisitions.

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

The Adjusted Term SOFR Rate is the Secured Overnight Financing Rate ("SOFR") at the date of election, plus 2.60%.The Company can elect one or three months for the Revolver Facility and one, three, or six months for the Term Loan.

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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 December 31, 2024, the Term Loan with a balance of $325.0 million is incurring interest at a weighted average Adjusted Term SOFR Rate of 7.68%.

As of December 31, 2024, there is no outstanding balance for the Revolver Facility.

Refer to Note 11 of the Consolidated Financial Statements for further details provided on the debt and associated interest periods.

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

As of December 31, 2025, the Term Loan with a balance of $320.9 million is incurring interest at a weighted average Adjusted Term SOFR of 6.61%.

As of December 31, 2025, the Revolving Facility is split into four tranches.

The total principal outstanding is $56.0 million and the weighted-average SOFR rate amongst the tranches is 6.38%.

The tranches are all incurring interest at a set rate for one or three month periods and are subsequently reset at the current SOFR.

Refer to Note 12 of our consolidated financial statements for further details provided on the debt and associated interest periods.

The Amended and Restated Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require Ridgepost 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 December 31, 2025, Ridgepost was in compliance with its financial and other covenants required under the facility.

The Company has incurred $25.9 million in interest expense for the year ended December 31, 2025.

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Net cash used in financing activities

Increase in cash, cash equivalents and

restricted cash

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

Net change in cash, cash equivalents and restricted cash

Operating Activities

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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/(loss).

Cash from operating activities increased $53.3 million or 112%, to $101.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

For the years ended December 31, 2024 and 2023, our net cash provided by operating activities was driven primarily by receipts of management fees and advisory fees, partially offset by payment of operating expenses, which includes professional fees, compensation and benefits, as well as general, administrative and other expenses.

Cash from operating activities decreased by $78.0 million or 77%, to $23.0 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Our net cash provided by operating activities include receipts of management and advisory fees, and other revenues offset by payments of operating expenses, which include professional fees, compensation and benefits, as well as general, administrative and other expenses.

In addition to usual operations, the change in our cash provided by operating

activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was driven primarily by a cash payment for $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 sales of allocable state tax credits in 2024, $3.2 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

Years Ended December 31, 2025 and December 31, 2024

The cash used in investing activities increased by $3.6 million, or 158% to $5.8 million, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

This increase in cash used in investing activities was due to purchases of leasehold improvements, included in property and equipment during the year ended December 31, 2024.

The cash used in investing activities increased by $36.9 million to $42.7 million, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

This increase in cash used in investing activities was due to the Qualitas acquisition and the purchases of leasehold improvements and equipment, included in property and equipment during the year ended December 31, 2024.

Financing Activities

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We used a net $19.7 million in cash for financing activities for the year ended December 31, 2025, as compared to cash used in financing activities of $59.1 million for the year ended December 31, 2024.

The change is driven by the increase in open market repurchases of the Company's stock in the year ended December 31, 2024 compared to the year ended December 31, 2023 offset by the cash provided by debt refinancing during 2024.

The change is driven by the decrease in open market repurchases of the Company's stock paired with an increase in the cash provided by the debt facility during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Results of Operations for Years Ended December 31, 2024 and 2023

For a comparison of our results of operations for fiscal years ended December 31, 2024 and 2023 see "Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of our annual report Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025 and incorporated by reference herein.

Future Sources and Uses of Liquidity

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We believe that we will be able to continue to meet our current and long-term liquidity and capital requirements through our cash flows from operating activities, existing cash and cash equivalents, and our external financing activities which may include refinancing of existing indebtedness or the pay down of debt using proceeds of equity offerings.

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

As of December 31, 2025, the Board has approved $157.0 million, of which $65.0 million was approved during the year ending December 31, 2025, for repurchase 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 December 31, 2025, $136.0 million has been spent to buy back shares and there was $21.0 million remaining for authorized repurchases under this program.

Off Balance Sheet Arrangements

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The preparation of the consolidated financial statements in conformity with U.S.

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

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.

Actual results could differ from those estimates.

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

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

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

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

The estimate for the Enhanced PC Advisory Agreements require more judgment than other receivables due to the size of the outstanding receivable and the Company's reliance on reasonable and supportable forecasts on this particular receivable bucket.

Revenue Recognition of Management and Advisory Fees

Revenue Recognition of Management Fees and Advisory Fees

The Company earns management fees for asset management services provided to the Funds where the Company has discretion over investment decisions.

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

In certain asset

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

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

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

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

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

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

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

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Stock-Based Compensation Expense

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

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

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

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

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

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

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

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

Refer to Note 16 to the consolidated financial statements for further discussion.

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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.

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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.

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

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

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

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

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

Additionally in connection with the acquisition of WTI, certain

employees entered into employment agreements.

As of December 31, 2025, the Company had determined that only the first two of three EBITDA hurdles are probable of being achieved.

As of December 31, 2025, the first EBITDA hurdle was achieved and payment was made for the achievement of the first hurdle in the year ended December 31, 2025.

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

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

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

Payment can be made in cash or stock of Ridgepost, provided that no more than $5.0 million

will be payable in cash.

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

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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 are exercisable starting 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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Refer to Note 14 to the consolidated financial statements for further discussion.

Business Acquisitions

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

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

The excess value of the net identifiable assets and liabilities acquired over the purchase price of an acquired business is recorded as a bargain purchase pain.

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

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

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

The amount to be paid under these arrangements is based on certain financial performance measures subsequent to the acquisitions.

The contingent consideration included in the purchase price is measured at fair value on the date of the acquisition.

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.

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 measurements are based on unobservable (Level 3) inputs.

Qualitative and Quantitative Disclosures about Market Risk.

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Interest Rate Risk

As of December 31, 2024, we had $325.0 million in outstanding principal in Term Loans under our Term Loan and $0 under our Revolving Credit Facility.

The annual interest rate on the Term Loan is based on SOFR, subject to a floor of 0.10%, plus 2.50%.

On December 31, 2024, the interest rate on these borrowings was 2.6% + SOFR.

As of December 31, 2025, we had $320.9 million in outstanding principal in Term Loans under our Term Loan and $56.0 million under our Revolving Credit Facility.

The annual interest rate on the Term Loan is based on SOFR plus 2.60%.

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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In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.

Exchange Rate Risk

The Company and its underlying funds hold cash and investments that are denominated in foreign currencies that may be affected by movements in the rate of exchange between those currencies and the U.S.

Movements in the exchange rate between currencies impact the management fees earned by funds with FPAUM denominated in foreign currencies as well as by funds with FPAUM denominated in U.S.

dollars that hold investments denominated in foreign currencies.

Additionally, movements in the exchange rate impact operating expenses for our global offices that transact in foreign currencies and the revaluation of assets and liabilities denominated in non-functional currencies, including cash balances and investments.

We manage our exposure to exchange rate risks through our regular operating activities, wherein we utilize payments received in foreign currencies to fulfill obligations in foreign currencies.

A portion of our management fees and investments are denominated in foreign currencies that may be affected by movements in the rate of exchange between currencies.

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

dollar as of December 31, 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.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis