Ridgepost Capital, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm (Auditor Firm ID: 185 ) 64 Consolidated Balance Sheets as of December 31, 2025 and 2024 68 Consolidated Statements of Operations for the Years ended December 31, 2025, 2024, and 2023 70 Consolidated Statements of Comprehensive Income/(Loss) for the Years ended December 31, 2025, 2024, and 2023 71 Consolidated Statements of Changes in Equity for the Years ended December 31, 2025, 2024, and 2023 72 Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024, and 2023 74 Notes to Consolidated Financial Statements 76 63 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Ridgepost Capital, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Ridgepost Capital, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income/(loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of intangible assets acquired As discussed in Note 3 to the consolidated financial statements, the Company completed the Qualitas purchase for total consideration of $73.2 million. The acquisition was accounted for as a business combination under the acquisition method of accounting. The fair value of the identifiable intangible assets was calculated using a discounted cash flow model, based on 64 risk adjusted discount rates and projections of future fund revenues. The intangible assets acquired included management and advisory contracts and direct investors and intermediary relationships (collectively, “investment management intangible assets”) of $20.1 million and $9.8 million, respectively. We identified the valuation of investment management intangible assets acquired in the Qualitas business combination as a critical audit matter. Specifically, the evaluation of certain assumptions used to value the investment management intangible assets involved a high degree of auditor judgment and specialized skills and knowledge. Such assumptions included the risk adjusted discount rates and projections of future fund revenues. The valuation of the investment management intangible assets acquired were sensitive to changes in the assumptions. Additionally, the projections of future fund revenues were based on expectations of future market and economic conditions that are uncertain. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s investment management intangible assets valuation process. This included controls related to the development of the projected future fund revenues and risk adjusted discount rate assumptions used to value the investment management intangible assets. We evaluated the reasonableness of the projected future fund revenues for certain acquired investment management agreements by comparing it to the acquiree’s historical fund revenues. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the risk adjusted discount rates used to determine the fair value of the investment management intangible assets acquired by: • Assessing the Company’s determination of the weighted average cost of capital (WACC), weighted average return on assets (WARA), and internal rate of return (IRR), used to determine the discount rates by testing the methodology and inputs utilized, including comparing to publicly available market data. • Comparing the Company’s determination of the WACC, WARA and IRR. • Assessing the Company’s determination of the discount rates applied to investment management intangible assets based on the required return. /s/ KPMG LLP We have served as the Company’s auditor since 2017. Chicago, Illinois February 27, 2026 65 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Ridgepost Capital, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Ridgepost Capital, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income/(loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2026 expressed an unqualified opinion on those consolidated financial statements. The Company acquired Qualitas during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, Qualitas’ internal control over financial reporting associated with approximately 1% of total assets and approximately 5% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Qualitas. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Mangement's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 66 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP We have served as the Company’s auditor since 2017. Chicago, Illinois February 27, 2026 67 Ridgepost Capital, Inc. Consolidated Balance Sheets (in thousands, except share amounts) As of As of December 31, December 31, 2025 2024 ASSETS Cash and cash equivalents $ 28,152 $ 67,455 Restricted cash 734 660 Accounts receivable 26,955 32,313 Notes receivable 7,205 7,534 Due from related parties 99,989 81,909 Investment in unconsolidated subsidiaries 1,403 2,781 Prepaid expenses and other assets 19,474 5,108 Property and equipment, net 10,170 6,760 Right-of-use assets 23,374 17,555 Derivative assets 74 - Contingent payments to customers 18,153 10,028 Deferred tax assets, net 26,373 33,545 Intangibles, net 107,268 97,589 Goodwill 558,978 506,038 Total assets $ 928,302 $ 869,275 LIABILITIES AND EQUITY LIABILITIES: Accounts payable and accrued expenses $ 26,235 $ 30,208 Accrued compensation and benefits 20,470 69,544 Due to related parties 3,685 3,374 Other liabilities 253 184 Contingent consideration 15,599 2,214 Accrued contingent liabilities 30,097 23,878 Deferred revenues 17,726 12,609 Lease liabilities 29,681 20,591 Deferred tax liabilities, net 7,893 - Debt obligations 373,204 319,783 Total liabilities 524,843 482,385 COMMITMENTS AND CONTINGENCIES (NOTE 14) EQUITY: Class A common stock, $ 0.001 par value; 510,000,000 shares authorized; 90,514,372 issued and 77,806,222 outstanding as of December 31, 2025, and 75,974,076 issued and 67,614,875 outstanding as of December 31, 2024, respectively 78 68 Class B common stock, $ 0.001 par value; 180,000,000 shares authorized; 31,920,688 shares issued and 31,797,237 shares outstanding as of December 31, 2025, and 43,584,893 shares issued and 43,461,442 shares outstanding as of December 31, 2024, respectively 32 43 Treasury stock ( 124,125 ) ( 76,648 ) Additional paid-in-capital 665,847 637,848 Accumulated deficit ( 194,811 ) ( 214,312 ) Accumulated other comprehensive income 4,342 - Noncontrolling interests 52,096 39,891 Total equity 403,459 386,890 TOTAL LIABILITIES AND EQUITY $ 928,302 $ 869,275 68 The Notes to Consolidated Financial Statements are an integral part of these statements. R idgepost Capital, Inc. Consolidated Balance Sheets (in thousands, except per share amounts) The following presents the portion of the consolidated balances presented above attributable to consolidated variable interest entities. As of As of December 31, December 31, 2025 2024 ASSETS Cash and cash equivalents $ 19,750 $ 49,653 Restricted cash 500 500 Accounts receivable 16,253 12,823 Notes receivable 7,157 7,478 Due from related parties 14,715 19,252 Investment in unconsolidated subsidiaries 808 812 Prepaid expenses and other assets 6,291 4,642 Property and equipment, net 9,325 5,700 Right-of-use assets 22,680 16,863 Derivative assets 74 - Contingent payments to customers 18,153 10,029 Deferred tax assets, net 143 - Intangibles, net 92,649 77,336 Goodwill 435,784 382,844 Total assets $ 644,282 $ 587,932 LIABILITIES Accounts payable and accrued expenses $ 16,909 $ 21,163 Accrued compensation and benefits 17,519 65,583 Due to related parties 5,344 - Other liabilities 19 19 Contingent consideration 15,599 2,214 Accrued contingent liabilities 30,097 23,878 Deferred revenues 16,553 11,473 Lease liabilities 28,389 19,188 Deferred tax liabilities, net 7,893 - Debt obligations 373,204 319,783 Total liabilities $ 511,526 $ 463,301 69 The Notes to Consolidated Financial Statements are an integral part of these statements. Ridgepost Capital, Inc. Consolidated Statements of Operations (in thousands, except per share amounts) For the Year Ended December 31, 2025 2024 2023 REVENUES Management and advisory fees $ 292,489 $ 290,218 $ 238,729 Other revenue 4,857 6,230 3,005 Total revenues 297,346 296,448 241,734 OPERATING EXPENSES Compensation and benefits 143,632 155,316 154,286 Professional fees 25,545 21,464 12,668 General, administrative and other 35,149 28,780 22,584 Contingent consideration expense 2,928 160 560 Amortization of intangibles 23,845 25,612 29,221 Strategic alliance expense 703 4,496 1,494 Total operating expenses 231,802 235,828 220,813 INCOME FROM OPERATIONS 65,544 60,620 20,921 OTHER (EXPENSE)/INCOME Interest expense, net ( 27,344 ) ( 25,510 ) ( 21,872 ) Other loss ( 5,792 ) ( 6,747 ) ( 2,189 ) Total other (expense) ( 33,136 ) ( 32,257 ) ( 24,061 ) Income before income taxes 32,408 28,363 ( 3,140 ) Income tax expense ( 9,445 ) ( 8,696 ) ( 4,632 ) NET INCOME/(LOSS) $ 22,963 $ 19,667 $ ( 7,772 ) Less: net (income)/loss attributable to noncontrolling interests ( 3,462 ) ( 967 ) 639 NET INCOME/(LOSS) ATTRIBUTABLE TO RIDGEPOST $ 19,501 $ 18,700 $ ( 7,133 ) Earnings/(losses) per share Basic earnings/(losses) per share $ 0.18 $ 0.17 $ ( 0.06 ) Diluted earnings/(losses) per share $ 0.17 $ 0.16 $ ( 0.06 ) Weighted average shares outstanding, basic 110,394 112,549 116,104 Weighted average shares outstanding, diluted 118,059 120,375 116,104 70 The Notes to Consolidated Financial Statements are an integral part of these statements. R idgepost Capital, Inc. Consolidated Statements of Comprehensive Income/(Loss) (in thousands) For the Year Ended December 31, 2025 2024 2023 NET INCOME/(LOSS) $ 22,963 $ 19,667 $( 7,772 ) Other comprehensive income/(loss), net of tax Foreign currency translation 4,441 — — Derivative fair value remeasurement 56 — — Total other comprehensive income, net of tax $ 4,497 $ — $ — COMPREHENSIVE INCOME/(LOSS) $ 27,460 $ 19,667 $( 7,772 ) Less: Comprehensive income attributable to noncontrolling interests ( 155 ) - - NET COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO RIDGEPOST $ 27,305 $ 19,667 $( 7,772 ) 71 The Notes to Consolidated Financial Statements are an integral part of these statements. Ridgepost Capital, Inc. Consolidated Statements of Changes in Equity (in thousands) Common Stock - Class A Common Stock - Class B Treasury stock Additional Accumulated Other Accumulated Non Controlling Total Shares Amount Shares Amount Shares Amount Paid-in-capital Comprehensive Income Deficit Interests Equity Balance at December 31, 2022 42,365 $ 42 73,008 $ 73 1,061 $ ( 9,926 ) $ 628,828 $ — $ ( 225,879 ) $ 40,745 $ 433,883 Net loss — — — — — — — — ( 7,133 ) ( 639 ) ( 7,772 ) Stock-based compensation — — — — — — 20,988 — — — 20,988 Issuance of restricted stock awards 33 — — — — — — — — — — Issuance of restricted stock units 1,265 1 — — — — 12,085 — — — 12,086 Exchange of Class B common stock for Class A common stock 14,354 15 ( 14,354 ) ( 15 ) — — — — — — — Exercise of stock options (net of tax) 386 — — — — — — — — — — Repurchase of common stock for employee tax withholding and strike price — — — — — — ( 9,482 ) — — — ( 9,482 ) Stock repurchase ( 780 ) — ( 180 ) — 780 ( 7,662 ) ( 1,501 ) — — — ( 9,163 ) Distributions to non-controlling interests, net — — — — — — — — — ( 533 ) ( 533 ) Dividends declared — — — — — — ( 13 ) — — — ( 13 ) Dividends paid per share $ 0.13 — — — — — — ( 14,832 ) — — — ( 14,832 ) Balance at December 31, 2023 57,623 $ 58 58,474 $ 58 1,841 $ ( 17,588 ) $ 636,073 $ — $ ( 233,012 ) $ 39,573 $ 425,162 Net income — — — — — — — — 18,700 967 19,667 Stock-based compensation — — — — — — 25,551 — — — 25,551 Issuance of restricted stock awards 93 — — — — — — — — — — Issuance of restricted stock units 1,438 1 — — — — — — — — 1 Exchange of Class B common stock for Class A common stock 15,013 15 ( 15,013 ) ( 15 ) — — — — — — — Exercise of stock options 1,081 1 — — — — 898 — — — 899 Repurchase of common stock for employee tax withholding and strike price ( 991 ) ( 1 ) — — — — ( 8,748 ) — — — ( 8,749 ) Stock repurchase ( 6,642 ) ( 6 ) — — 6,642 ( 59,060 ) — — — — ( 59,066 ) Accrual for excise tax associated with stock repurchases — — — — — — ( 451 ) — — — ( 451 ) Distributions to non-controlling interests, net — — — — — — — — — ( 649 ) ( 649 ) Dividends declared — — — — — — 14 — — — 14 Dividends paid per share $ 0.14 — — — — — — ( 15,489 ) — — — ( 15,489 ) Balance at December 31, 2024 67,615 $ 68 43,461 $ 43 8,483 $ ( 76,648 ) $ 637,848 $ — $ ( 214,312 ) $ 39,891 $ 386,890 72 The Notes to Consolidated Financial Statements are an integral part of these statements. Common Stock - Class A Common Stock - Class B Treasury stock Additional Accumulated Other Accumulated Non Controlling Total Shares Amount Shares Amount Shares Amount Paid-in-capital Comprehensive Income Deficit Interests Equity Balance at December 31, 2024 67,615 $ 68 43,461 $ 43 8,483 $ ( 76,648 ) $ 637,848 $ — $ ( 214,312 ) $ 39,891 $ 386,890 Net income — — — — — — — — 19,501 3,462 22,963 Other comprehensive Income — — — — — — — 4,342 — 155 4,497 Stock-based compensation — — — — — — 35,061 — — — 35,061 Issuance of equity consideration related to acquisition 1,670 2 — — — — 19,281 — — — 19,283 Issuance of restricted stock awards 129 — — — — — — — — — — Issuance of restricted stock units 1,163 1 — — — — — — — — 1 Exchange of Class B common stock for Class A common stock 11,664 11 ( 11,664 ) ( 11 ) — — — — — — — Exercise of stock options 961 1 — — — — — — — — 1 Repurchase of common stock for employee tax withholding and strike price ( 1,047 ) ( 1 ) — — — — ( 8,752 ) — — — ( 8,753 ) Stock repurchase ( 4,349 ) ( 4 ) — — 4,349 ( 47,477 ) — — — — ( 47,481 ) Accrual for excise tax associated with stock repurchases — — — — — — ( 152 ) — — — ( 152 ) Issuance of noncontrolling interests in Bonaccord — — — — — — ( 1,085 ) — — 10,610 9,525 Distributions to non-controlling interests, net — — — — — — — — — ( 2,022 ) ( 2,022 ) Dividends declared — — — — — — ( 16 ) — — — ( 16 ) Dividends paid per share $ 0.15 — — — — — — ( 16,338 ) — — — ( 16,338 ) Balance at December 31, 2025 77,806 $ 78 31,797 $ 32 12,832 $ ( 124,125 ) $ 665,847 $ 4,342 $ ( 194,811 ) $ 52,096 $ 403,459 73 The Notes to Consolidated Financial Statements are an integral part of these statements. Ridgepost Capital, Inc. Consolidated Statements of Cash Flows (in thousands) For the Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income/(loss) $ 22,963 $ 19,667 $ ( 7,772 ) Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation 37,114 30,451 34,653 Depreciation expense 1,853 944 738 Amortization of intangibles 23,845 25,612 29,221 Amortization of debt issuance costs and debt discount 1,483 1,436 1,445 Income from unconsolidated subsidiaries ( 947 ) ( 905 ) ( 161 ) Deferred tax expense 6,662 3,973 3,757 Loss on extinguishment of debt — 132 — Loss on issuance of noncontrolling interests 6,524 — — Remeasurement of contra-revenue put option 1,556 10,130 — Amortization of contingent payment to customers 907 1,532 1,512 Remeasurement of contingent consideration 2,928 160 560 Change in operating assets and liabilities: Accounts receivable 6,703 ( 11,693 ) ( 4,069 ) Due from related parties ( 18,031 ) ( 24,213 ) ( 21,158 ) Prepaid expenses and other assets ( 14,034 ) 9,405 ( 9,658 ) Right-of-use assets 4,806 3,500 2,700 Accounts payable and accrued expenses ( 6,112 ) 15,641 4,453 Accrued compensation and benefits ( 51,291 ) 18,777 24,601 Due to related parties 311 1,258 ( 41 ) Other liabilities 69 ( 670 ) ( 7,861 ) Derivative assets ( 74 ) — — Contingent consideration ( 2,214 ) ( 351 ) ( 3,210 ) Accrued contingent liabilities ( 4,369 ) — — Deferred revenues 3,871 ( 161 ) 119 Lease liabilities ( 1,535 ) ( 3,655 ) ( 2,144 ) Net cash provided by operating activities 22,988 100,970 47,685 CASH FLOWS USED IN INVESTING ACTIVITIES Acquisitions, net of cash acquired ( 40,237 ) — — Purchase of intangible assets ( 17 ) — ( 14 ) Funding of notes receivable ( 1,303 ) ( 1,832 ) ( 1,539 ) Proceeds from notes receivable 1,632 53 15 Investments in unconsolidated subsidiaries ( 496 ) ( 45 ) ( 3 ) Distributions from investments in unconsolidated subsidiaries 2,780 757 747 Software capitalization ( 226 ) ( 358 ) ( 271 ) Purchases of property and equipment ( 4,881 ) ( 4,379 ) ( 1,185 ) Net cash used in investing activities ( 42,748 ) ( 5,804 ) ( 2,250 ) CASH FLOWS USED IN FINANCING ACTIVITIES Borrowings on debt obligations 103,000 386,804 62,200 Repayments on debt obligations ( 51,062 ) ( 356,575 ) ( 63,025 ) Cash exercise of stock options — 898 — Repurchase of Class A common stock ( 47,481 ) ( 59,066 ) ( 7,662 ) Repurchase of Class A common stock for employee tax withholding ( 8,751 ) ( 8,748 ) ( 9,482 ) Repurchase of Class B common stock — — ( 1,501 ) Payment of contingent consideration — ( 4,288 ) ( 7,994 ) Dividends paid ( 16,338 ) ( 15,489 ) ( 14,832 ) Issuance of noncontrolling interests 3,001 — — Distributions to non-controlling interests ( 2,043 ) ( 786 ) ( 574 ) Debt issuance costs — ( 1,858 ) — Net cash used in financing activities ( 19,674 ) ( 59,108 ) ( 42,870 ) Effect of foreign currency exchange rate changes on cash and cash equivalents 205 — — Net change in cash, cash equivalents and restricted cash ( 39,229 ) 36,058 2,565 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 68,115 32,057 29,492 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 28,886 $ 68,115 $ 32,057 74 The Notes to Consolidated Financial Statements are an integral part of these statements. Ridgepost Capital, Inc. Consolidated Statements of Cash Flows (in thousands) For the Year Ended December 31, 2025 2024 2023 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 26,514 $ 21,727 $ 20,100 Net cash paid for income taxes $ 3,355 $ 2,538 $ 1,539 NON-CASH INVESTING AND FINANCING ACTIVITIES Additions to right-of-use assets $ 9,855 $ 3,968 $ 3,864 Additions to lease liabilities 9,855 3,968 3,864 Loss on issuance of noncontrolling interests 6,524 — — RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents $ 28,152 $ 67,455 $ 30,467 Restricted cash 734 660 1,590 Total cash, cash equivalents and restricted cash $ 28,886 $ 68,115 $ 32,057 75 The Notes to Consolidated Financial Statements are an integral part of these statements. Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Note 1. Description of Business Description of Business On February 11, 2025, the Company's name changed to Ridgepost Capital, Inc. ("Ridgepost, Inc."). The Company's stock symbol also changed to NYSE: RPC. Simultaneously, the following subsidiaries changed their names to be aligned with the parent company's name change: • P10 Holdings, Inc. to Ridgepost Capital Holdings, Inc ("Ridgepost Holdings") • P10 Intermediate Holdings, LLC to Ridgepost Capital, LLC ("Ridgepost, LLC") • P10 Advisors, LLC to Ridgepost Capital Advisors, LLC ("Ridgepost Advisors") • P10 RCP Holdco LLC to Ridgepost Capital RCP Holdco LLC ("Holdco") On October 20, 2021, Ridgepost Holdings, formerly P10 Holdings, in connection with its Initial Public Offering ("IPO"), completed a reorganization and restructure. In connection with the reorganization, Ridgepost, Inc., formerly P10, Inc. became the parent company and all of the existing equity of P10 Holdings, and its consolidated subsidiaries. The offering and reorganization included a reverse stock split of P10 Holdings common stock on a 0.7-for-1 basis pursuant to which every outstanding share of common stock decreased to 0.7 shares. Following the reorganization and IPO, Ridgepost, Inc. has two classes of common stock, Class A common stock and Class B common stock. Each share of Class B common stock is entitled to ten votes while each share of Class A common stock is entitled to one vote. The Company operates as a multi-asset class private market solutions provider in the alternative asset management industry. Our mission is to provide our investors differentiated access to a broad set of solutions and investment vehicles across a multitude of asset classes and geographies. Our existing portfolio of solutions across private equity, venture capital, private credit and impact investing support our mission by offering a comprehensive set of investment vehicles to our investors, including primary fund of funds, secondary investment, direct investment and co-investments, alongside separate accounts (collectively the "Funds"). The direct and indirect subsidiaries of the Company include Ridgepost Holdings, Ridgepost, LLC, which owns the subsidiaries Ridgepost RCP Holdco, Five Points, TrueBridge, ECG, Bonaccord, Hark, Ridgepost Advisors, WTI, and Qualitas. Prior to November 19, 2016, Ridgepost, formerly Active Power, Inc. designed, manufactured, sold, and serviced flywheel-based uninterruptible power supply products and serviced modular infrastructure solutions. On November 19, 2016, we completed the sale of substantially all our assets and liabilities and operations to Langley Holdings plc, a United Kingdom public limited company. Following the sale, we changed our name from Active Power, Inc. to P10 Industries, Inc. and became a non-operating company focused on monetizing our retained intellectual property and acquiring profitable businesses. For the period from December 2016 through September 2017, our business primarily consisted of cash, certain retained intellectual property assets and our net operating losses ("NOLs") and other tax benefits. On March 22, 2017, we filed for reorganization under Chapter 11 of the Federal Bankruptcy Code, using a prepackaged plan of reorganization. The Company emerged from bankruptcy on May 3, 2017. On December 1, 2017, the Company changed its name from P10 Industries, Inc. to P10 Holdings, Inc. We were founded as a Texas corporation in 1992 and reincorporated in Delaware in 2000. Our headquarters are in Dallas, Texas. On October 5, 2017, we closed on the acquisition of RCP 2 and entered into a purchase agreement to acquire RCP 3 in January 2018. On January 3, 2018, we closed on the acquisition of RCP 3. RCP 2 and RCP 3 are registered investment advisors with the United States Securities and Exchange Commission. On April 1, 2020, the Company completed the acquisition of Five Points. Five Points is a leading lower-middle market alternative investment manager focused on providing both equity and debt capital to private, growth-oriented companies and limited partner capital to other private equity funds, with all strategies focused exclusively in the U.S. lower-middle market. In 2022, Five Points established the Reynolda brand that specializes in direct equity funds. Five Points is a registered investment advisor with the United States Securities and Exchange Commission. 76 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) On October 2, 2020, the Company completed the acquisition of TrueBridge. TrueBridge is an investment firm focused on investing in venture capital through fund-of-funds, co-investments, and separate accounts. TrueBridge is a registered investment advisor with the United States Securities and Exchange Commission. On December 14, 2020, the Company completed the acquisition of 100 % of the equity interest in ECG, and a noncontrolling interest in Enhanced Capital Partners, LLC ("ECP", and collectively with ECG, "Enhanced"). Enhanced undertakes and manages equity and debt investments in impact initiatives across North America, targeting underserved areas and other socially responsible end markets including renewable energy, historic building renovations, and affordable housing. ECP is a registered investment advisor with the United States Securities and Exchange Commission. On September 30, 2021, the Company completed acquisitions of Bonaccord and Hark. Bonaccord is an alternative asset manager focusing on acquiring minority equity interests in alternative asset management companies focused on private market strategies which may include private equity, private credit, real estate, and real asset strategies. Hark is engaged in the business of making loans to portfolio companies that are owned or controlled by financial sponsors, such as private equity funds or venture capital funds, and which do not meet traditional direct lending underwriting criteria but where the repayment of the loan by the portfolio company is guaranteed by its financial sponsor. Effective April 1, 2025, a third party acquired 20 % of the equity at Bonaccord. See Note 5 for further details. In June 2022, the Company formed Ridgepost Advisors, a wholly-owned consolidated subsidiary, to manage investment opportunities that are sourced across the Ridgepost platform but do not fit within an existing investment mandate. On October 13, 2022, the Company completed the acquisition of all of the issued and outstanding membership interests of WTI. WTI provides senior secured financing to early-stage and emerging stage life sciences and technology companies. WTI is a registered investment advisor with the United States Securities and Exchange Commission. Simultaneously with the acquisition of WTI, the Company completed a restructuring of Ridgepost, LLC, formerly P10 Intermediate and subsidiaries to LLC entities that are considered disregarded entities for federal income tax purposes. This allowed the WTI sellers to obtain a partnership interest in Ridgepost, LLC and all of its subsidiaries. As a result of the acquisition, the WTI sellers obtained 3,916,666 membership units of Ridgepost, LLC, which can be exchanged into 3,916,666 shares of Ridgepost Class A common stock. As of December 31, 2025 , no units have been exchanged into shares of Ridgepost Class A common stock. On April 4, 2025, the Company completed the acquisition of Qualitas. Qualitas is a Madrid-based private equity investing platform that provides fund-of-funds, direct co-investing and net asset value ("NAV") financing opportunities in the European lower-middle market to limited partners across the ultra-high-net-worth, family office, and institutional channels. Note 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Management believes it has made all necessary adjustments so that the consolidated financial statements are presented fairly and that estimates made in preparing the consolidated financial statements are reasonable and prudent. The consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated upon consolidation. 77 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Principles of Consolidation The Company performs the variable interest analysis for all entities in which it has a potential variable interest. If the Company has a variable interest in the entity and the entity is a variable interest entity ("VIE"), we will also analyze whether the Company is the primary beneficiary of this entity and if consolidation is required. Generally, VIEs are entities that lack sufficient equity to finance their activities without additional financial support from other parties, or whose equity holders, as a group, lack one or more of the following characteristics: (a) direct or indirect ability to make decisions, (b) obligation to absorb expected losses or (c) right to receive expected residual returns. A VIE must be evaluated quantitatively and qualitatively to determine the primary beneficiary, which is the reporting entity that has (a) the power to direct activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. To determine a VIE's primary beneficiary, we perform a qualitative assessment to determine which party, if any, has the power to direct activities of the VIE and the obligation to absorb losses and/or receive its benefits. This assessment involves identifying the activities that most significantly impact the VIE's economic performance and determining whether we, or another party, has the power to direct those activities. When evaluating whether we are the primary beneficiary of a VIE, we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties. See Note 7 for further information. Primarily due to the governance structure at subsidiaries, the Company has determined that certain of its subsidiaries are VIEs, and that the Company is the primary beneficiary of the entities, because it has the power to direct activities of the entities that most significantly impact the VIE’s economic performance and has a controlling financial interest in each entity. The assets and liabilities of the consolidated VIEs are presented on a gross basis in the Consolidated Balance Sheets. See Note 7 for more information on both consolidated and unconsolidated VIEs. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. Under the voting interest model, the Company consolidates those entities it controls through a majority voting interest or other means. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and 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. Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. As of December 31, 2025, and December 31, 2024 , $ 1.3 million and $ 0 , respectively, of cash and cash equivalents held at consolidated funds, which represents cash, that although not legally restricted, is not available to support the general liquidity needs of the Company, as the use of such amounts is generally limited to the activities of the consolidated funds until the consolidated funds' first closing, are included within cash and cash equivalents. As of December 31, 2025, and December 31, 2024, cash equivalents include money market funds of $ 16.1 million and $ 41.3 million, respectively, which approximates fair value. The Company maintains its cash balances at various financial institutions among multiple accounts, which may periodically exceed the Federal Deposit Insurance Corporation ("FDIC") insured limits. The Company's credit risk in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions' credit worthiness in conjunction with balances on deposit to minimize risk. The Company from time to time may have amounts on deposit in excess of the insured limits. 78 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Restricted Cash Restricted cash as of December 31, 2025 and December 31, 2024 was primarily cash on deposit related to certain leases and cash on deposit from third parties related to pending tax credit projects. There are deposit liabilities associated with restricted cash related to the pending tax credit projects reported in other liabilities on the Consolidated Balance Sheets. Accounts Receivable and Due from Related Parties Accounts receivable is equal to contractual amounts reduced for allowances, if applicable. Management fees are collected on a quarterly basis. Certain subsidiaries' management fee contracts are collected at the beginning of the quarter, while others are collected in arrears. The management fees reflected in accounts receivable at period end are those that are collected in arrears. Due from related parties represents receivables from the Funds for reimbursable expenses and management fees collected by a related party of RCP 2 that are owed to RCP 2. Additionally, fees owed to the Company for the advisory agreement entered into upon the closing of the acquisitions of ECG and any supplemental agreements entered into after acquisition ("Advisory Agreements"), where ECG provides advisory services to Enhanced Permanent Capital, LLC ("Enhanced PC") are reflected in due from related parties on the Consolidated Balance Sheets. Notes Receivable Notes receivable is primarily related to contractual amounts owed from signed, secured promissory notes with BCP Partners Holdings, LP ("BCP") as well as certain employees. In addition to contractual amounts, borrowers are obligated to pay interest on outstanding amounts. Refer to Note 6 for further information. Current Expected Credit Losses The Company evaluates accounts receivable, due from related parties, and notes receivable using the current expected credit loss model. The Company determines a current estimate of all expected credit losses over the life of each financial instrument, which may result in recognition of credit losses on loans and receivables before an actual event of default. The Company establishes reserves for any estimated credit losses with a corresponding charge in the Consolidated Statements of Operations. The Company estimates that accounts receivable, due from related parties, and notes receivable are fully collectible based on actual historical losses, current conditions, and reasonable and supportable forecasts; accordingly, no allowances have been established as of December 31, 2025 and December 31, 2024 . If accounts are subsequently determined to be uncollectible, they will be expensed in the period that determination is made. Prepaid Expenses and Other Assets Prepaid expenses and other assets consist primarily of prepaid expenses related to technology, insurance and professional fees. From time to time, there are also investments in allocable state tax credits on the Consolidated Balance Sheets due to timing differences associated with the purchase and sale of state tax credits in the tax credit finance business. As of December 31, 2025 and December 31, 2024 , respectively, there is $ 12.8 million and $ 0 within prepaid expenses and other assets on the Consolidated Balance Sheets associated with allocable state tax credit purchases. 79 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Investment in Unconsolidated Subsidiaries For equity investments in entities that we do not control, but over which we exercise significant influence, we use the equity method of accounting. The equity method investments are initially recorded at cost, and their carrying amount is adjusted for the Company’s share in the earnings or losses of each investee, and for distributions received. The Company discontinues applying the equity method if the investment (and net advances) is reduced to zero and shall not record additional losses unless the Company has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The Company accounts for its investment in ECP, Enhanced PC, and the ECG's asset management businesses using the equity method of accounting. For certain entities in which the Company does not have significant influence and fair value is not readily determinable, these investments are not accounted for on the equity method, but instead as equity securities and we value these investments under the measurement alternative. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, Financial Instruments, requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. All other investments in unconsolidated subsidiaries are accounted for under the measurement alternative. Property and Equipment Property and equipment, including furniture and fixtures, computer and purchased software, leasehold improvements, and internal-use software, are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the terms of the respective leases or service lives of the improvements, whichever is shorter, using the straight-line method. Direct costs associated with developing, purchasing or otherwise acquiring software for internal use are capitalized and amortized on a straight-line basis over the expected useful life of the software, beginning when the software is ready for its intended purpose. Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of the various assets are as follows: Computers, and purchased software 3 - 5 years Capitalized software 4 years Furniture and fixtures 7 - 10 years Long-lived Assets Long-lived assets including property and equipment, lease right-of-use assets, and definite lived intangibles are evaluated for impairment under FASB ASC 360, Property, Plant, and Equipment . Long-lived assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying values of long-lived assets are determined to not be recoverable if the undiscounted estimated future net operating cash flows directly related to the asset or asset group, including any disposal value, is less than the carrying amount of the asset. If the carrying value of an asset is determined to not be recoverable, the impairment loss is measured as the amount by which the carrying value of the asset exceeds its fair value on the measurement date. Fair value is based on the best information available, including prices for similar assets and estimated discounted cash flows. Leases The Company recognizes a lease liability and right-of-use asset in our Consolidated Balance Sheets for contracts that it determines are leases or contain a lease. The Company’s leases primarily consist of operating leases for various office spaces. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. The Company’s right-of-use assets and lease liabilities are recognized at lease commencement, which is when the Company obtains control of the asset, based on the present value of lease payments over the lease term. Lease right-of-use assets include initial direct costs incurred by the 80 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Company and are presented net of deferred rent, lease incentives and certain other existing lease liabilities. Absent an implicit interest rate in the lease, the Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information available at commencement in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease, and the Company would account for this when it is reasonably certain that the Company will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. Additionally, upon amendments or other events, the Company may be required to remeasure our lease liability and right-of-use asset. The Company does not recognize a lease liability or right-of-use asset on our Consolidated Balance Sheets for short-term leases. Instead, the Company recognizes short-term lease payments as an expense when incurred. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases. Revenue Share and Repurchase Arrangement The Company recognizes accrued contingent liabilities and contingent payments to customers assets in our Consolidated Balance Sheets for agreements between ECG and various third parties. The agreements require ECG to share in certain revenues earned with the third parties and also includes an option for the third parties to sell back the revenue share to ECG at a set multiple. Additionally, ECG holds the option to buy back 50% of the revenue share at a set multiple. The Company recognizes liabilities and assets associated with these agreements when it is probable that the option will be exercised. The Company amortizes the contingent payments to customers assets against revenue over the contractual term of the management contract, which is included within management and advisory fees on the Consolidated Statements of Operations. On December 23, 2024, the Company became a guarantor for a related party on a related put option and call option with the same third party customers and terms. The Company would be required to settle either the put or call options if either are exercised and the related party does not have the means to settle themselves. The Company's accrued contingent liabilities are recognized once determined that it is probable the Company would need to settle as guarantor and estimable and would record a loss at the same time. The Company will reassess at each reporting period. Refer to Note 14 for further information. Goodwill and Intangible Assets Goodwill is initially measured as the excess of the cost of the acquired business over the sum of the amounts assigned to identifiable assets acquired, less the liabilities assumed. As of December 31, 2025, goodwill recorded on our Consolidated Balance Sheets relates to prior acquisitions. As of December 31, 2025, the intangible assets are comprised of indefinite-lived intangible assets and finite-lived intangible assets related to prior acquisitions. Indefinite-lived intangible assets and goodwill are not amortized. Finite-lived technology is amortized using the straight-line method over its estimated useful life of 4 years . Finite-lived management and advisory contracts, which relate to acquired separate accounts and funds and investor/customer relationships with a specified termination date, are amortized in line with contractual revenue to be received, which range between 7 and 16 years . Certain of our trade names are considered to have finite-lives. Finite-lived trade names are generally amortized over 10 years , and for certain assets over 20 years when the trade name is expected to introduce new investor bases or broader access to a geographic region. This is in line with the pattern in which the economic benefits are expected to occur. Goodwill and indefinite lived intangibles are reviewed for impairment at least annually as of September 30 utilizing a qualitative or quantitative approach and more frequently if circumstances indicate impairment may have occurred. The impairment testing for goodwill and indefinite lived intangibles under the qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit or asset is less than the respective carrying value. The reporting unit is the reporting level for testing the impairment of goodwill and indefinite lived intangibles. If it is determined that it is more likely than not that an asset's or reporting unit’s fair value is less than its carrying value, then the Company will determine the fair value of the reporting unit or asset and record an impairment charge for the difference between fair value and carrying value (not to exceed the carrying amount of goodwill or indefinite lived intangible). At December 31, 2025 and December 31, 2024 and for the years then ended, the Company determined that there was no impairment to goodwill and indefinite lived intangibles. 81 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Contingent Consideration Contingent consideration is initially 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. As of December 31, 2025 and December 31, 2024, the con tingent consideration on the Consolidated Balance Sheets is related to the acquisition of Qualitas and the acquisition of Bonaccord, respectively. Accrued Compensation and Benefits Accrued compensation and benefits consists of employee salaries, bonuses, management profit shares, benefits, severance, and acquisition-related earnouts (contingent on employment) that has not yet been paid. Refer to Note 14 for further information. Debt Issuance Costs Costs incurred which are directly related to the issuance of debt are deferred and amortized using the effective interest method and are presented as a reduction to the carrying value of the associated debt on our Consolidated Balance Sheets. As these costs are amortized, they are included in interest expense, net within our Consolidated Statements of Operations. Noncontrolling Interests Noncontrolling interests ("NCI") reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders that are not 100% owned by the Company. Noncontrolling interests is presented as a separate component in our Consolidated Balance Sheets to clearly distinguish between our interests and the economic interests of third parties in those entities. Net income attributable to Ridgepost, as reported in the Consolidated Statements of Operations, is presented net of the portion of net income/(loss) at tributable to holders of non-controlling interest. NCI is allocated a share of income or loss in the respective consolidated subsidiaries in proportion to their relative ownership interest. Treasury Stock The Company records common stock purchased for treasury at cost. At the date of subsequent reissuance, the treasury stock account is reduced by the cost of such stock using the average cost method. Foreign Currency The Company and substantially all of its subsidiaries utilize the U.S. dollar as their functional currency. The assets and liabilities of the Company's foreign subsidiaries with non-U.S. dollar functional currencies are translated at exchange rates prevailing at the end of each reporting period. The results of foreign operations are translated using the exchange rates on the respective transaction dates. The resulting translation adjustments are included as a separate component of equity on the Consolidated Balance Sheets and on the Consolidated Statements of Comprehensive Income/(Loss) until realized. Foreign currency transaction gains and losses are included in general, administrative, and other expenses in the Consolidated Statements of Operations. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated values based on the reliability of the inputs used following the fair value hierarchy set forth by the FASB. As of December 31, 2025 and December 31, 2024, we used the following valuation techniques to measure fair value for assets and there were no changes to these methodologies during the periods presented: Level 1—Assets were valued using the closing price reported in the active market in which the individual security was traded. 82 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Level 2—Assets were valued using quoted prices in markets that are not active, broker dealer quotations, and other methods by which all significant inputs were observable at the measurement date. Level 3—Assets were valued using unobservable inputs in which little or no market data exists as reported by the respective institutions at the measurement date. The carrying values of financial instruments comprising cash and cash equivalents, restricted cash, prepaid assets, accounts payable, accounts receivable and due from related parties receivables excluding the receivables from the Advisory Agreements approximate fair values due to the short-term maturities of these instruments. The Company estimates the fair value of the credit facility using Level 2 inputs. The Company discounts the future cash flows using current interest rates which the Company could obtain similar borrowings. The Company's derivative assets and liabilities consist principally of interest rate collars, which are carried at fair value based on Level 2 inputs. Derivatives entered into by the Company are typically executed over-the-counter and are valued using discounted cash flows along with Black-Scholes option valuation models, where applicable, that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, interest rate yield curves, and counterparty credit risks. See Note 11 for additional information. The Company estimates the fair value of the due from related parties associated with the Advisory Agreements based on the current expectation of payments. If the payments are not expected to be made on a short-term basis, the fair value is estimated using Level 3 inputs and a discounted cash flow model. See Note 13 for further details on the Advisory Agreements. Derivative Instruments and Hedging Activities The Company is exposed to interest rate risk on our variable rate borrowings. To manage exposure to changes in interest rates, the Company uses derivative instruments, including interest rate collars, which limit exposure to rising rates while allowing partial participation in lower rates. The accounting for changes in the value of derivatives depends on whether the derivative has been designated and qualifies for hedge accounting in accordance with ASC 815, Derivatives and Hedging ("ASC 815"). Derivatives that are not designated as hedges are recorded at fair value with changes recognized in net income on the Consolidated Statements of Operations. The Company applies cash flow hedge accounting to its interest rate collar agreements. To qualify for hedge accounting treatment, a derivative must be highly effective in offsetting changes in the expected future cash flows of the hedged item attributable to the hedged risk. Documentation of the hedging relationship, risk management objectives, and the method for assessing hedge effectiveness is completed at hedge inception and updated on an ongoing basis. See Note 11 for additional information. Revenue Recognition Revenue is recognized when, or as, the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. While the determination of who the customer is in a contractual arrangement will be made on a contract-by-contract basis, the customer will generally be the Funds or its limited partners for the Company’s significant management and advisory contracts. Management and Advisory Fees The Company earns management fees for asset management services provided to the Funds where the Company has discretion over investment decisions. The Company primarily earns fees for advisory services provided to clients where the Company does not have discretion over investment decisions. Management and advisory fees received in advance reflects the amount of fees that have been received prior to the period the fees are earned. These fees are recorded as deferred revenues on the Consolidated Balance Sheets due to the performance obligation not being satisfied at the time of collection. For asset management and advisory services, the Company typically satisfies its performance obligations over time as the services are provided as a distinct series of daily performance obligations that the customer simultaneously benefits from 83 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) as they are performed. Asset management fees and advisory services fees are based on the contractual terms of each contract which differ, such as fees calculated based on committed capital or deployed capital, fees initially calculated based on committed capital during the investment period and on net invested capital through the remainder of the fund's term, fees that step down during specified periods of the fund's term, or in limited instances, fees based on assets under management. At contract inception, no revenue is estimated as the fees are dependent variable amounts which are susceptible to factors outside of our control. 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. Other advisory services include transaction and management fees associated with managing the origination and ongoing compliance of certain investments. The Company allocates a portion of consideration received under an arrangement to a financing component when it determines that a significant financing component exists. The Company does not adjust the promised amount of consideration for the effects of a significant financing component if, at each contract inception the Company expects that the period between services being provided and cash collection would be less than one year. To the extent the Company determines that there is a significant financing component in a contract with a customer, it determines the impact of the time value of money in adjusting the transaction price to account for the income associated with the financing component by estimating the discount rate that would be reflected in a separate financing transaction between the customer and the Company at contract inception, based upon the credit characteristics of the customer receiving financing in the contract. The Company is applying the optional disclosure exemption for variable consideration for unsatisfied performance obligations, as the variable consideration relates to these unsatisfied performance obligations being fulfilled as a series. The performance obligations related to these contracts are expected to be satisfied over the next 1 - 10 years as services are provided to the customer. Catch-up fees are earned from investors that make commitments to a previously launched fund after the first fund closing occurs, but during the fundraising period. Contractual terms require the investors to pay a catch-up fee as if they had committed to the fund at the first closing. Catch-up fees are recorded as revenue when such commitments are made as variable consideration. During 2023, one fund managed by the Company experienced a change in management at one of the underlying portfolio companies it invested in. The fund’s investment thesis and documents required the original manager to continue managing the underlying portfolio company. The change in management caused the fund to be non-compliant with its investment mandate. The Company agreed to modify the terms of the management fee for the fund with the investors, which was not a provision in the original fund agreement and the Company has no history of making similar modifications. As a result, a $ 3 million reduction in the revenue transaction price was recorded for the year ended December 31, 2023 to reflect the consideration which the Company is entitled to after this concession was provided. Other Revenue Other revenue on our Consolidated Statements of Operations primarily consists of subscriptions, consulting agreements, interest income, and referral fees. Interest income is from interest bearing fund bank accounts managed by the Company and is consideration per the Limited Partner Agreements. Interest income is recognized as it is earned. The subscription and consulting agreements typically have renewable one-year lives, and revenue is recognized ratably over the current term of the subscription or the agreement. If subscriptions or fees have been paid in advance, these fees are recorded as deferred revenues on our Consolidated Balance Sheets. Referral fee revenue is recognized upon closing of certain opportunities, which is when the performance obligation has been satisfied. Income Taxes 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. Deferred tax assets and liabilities are measured using enacted tax rates in effect 84 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) for the year in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount we believe are more likely than not to be realized. Uncertain tax positions are recognized only when we believe it is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position. We recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. We file various federal, state, and local tax returns based on federal, state, and local consolidation and stand-alone tax rules as applicable. Earnin gs (Loss) Per Share Basic earnings (loss) per share (“EPS”) is calculated by dividing net income/(loss) attributable to common stockholders by the weighted-average number of common shares. Diluted EPS includes the determinants of basic EPS and common stock equivalents outstanding during the period adjusted to give effect to potentially dilutive securities, if the Company is in a net income position. Because the impact of these items is generally anti-dilutive during periods of net loss, there is no difference between basic and diluted loss per common share for periods with net losses. See Note 17 for additional information. When the Company is in a net income position, the denominator in the computation of diluted EPS is impacted by additional common shares that would have been outstanding if dilutive potential shares of common stock had been issued. Potential shares of common stock that may be issued by the Company include shares of common stock that may be issued upon exercise of outstanding stock options as well as the vesting of restricted stock units or vesting upon the termination of an acquisition holdback period. Also included in the diluted EPS denominator are the units of Ridgepost, LLC owned by the sellers of WTI, assuming the option to exchange the units for shares of Class A common stock of the Company is exercised in full. Under the treasury stock method, the unexercised options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase shares of common stock at the average market price during the period. Stock-Based Compensation Expense 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 a service period or both a service condition and a performance condition that is likely to be met is recorded ratably over the vesting period at the fair market value on the grant date. For awards with graded vesting, and vesting only requires a service condition, the Company elected, in accordance with ASC 718, Compensation - Stock Compensation ("ASC 718"), to treat these awards as single awards for recognition purposes and recognize compensation on a straight-line basis over the requisite service period of the entire award. For awards with graded vesting and require a market condition to vest, the Company treats each expected vesting tranche as an individual award and recognizes expense ratably over the vesting period at the fair market value on the grant date. Certain acquisition-related RSUs vest after meeting certain performance metrics. For these, the Company uses the tranche method and recognizes expense for each tranche of RSUs deemed probable of vesting on a straight-line basis over the expected vesting period. The Company evaluates the probability of vesting at each reporting period. Unvested units are remeasured quarterly against performance metrics as a liability or equity, in accordance with GAAP, on the Consolidated Balance Sheets. Forfeitures are recognized as they occur. Refer to Note 16 for further discussion. Segment Reporting According to ASC 280, Segment Reporting , operating segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which discrete financial information is available and is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company operates our business as a single operating segment, which is how our CODM evaluates financial performance and makes decisions regarding the allocation of resources. The CODM, who is responsible for allocating resources and assessing performance of the reportable segment, has been identified as the Chief Executive Officer. The CODM assesses performance for the single segment and decides how to 85 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) allocate resources based on consolidated net income that also is reported on the Consolidated Statements of Operations as net income/(loss). The measure of segment assets is reported on the Consolidated Balance Sheets as total assets. The CODM uses these metrics for purposes of making operating decisions and assessing financial performance. The CODM considers forecast to actual variances when making decisions about allocation capital and personnel. Business Acquisitions In accordance with ASC 805, Business Combinations (“ASC 805”), the Company identifies a business to have three key elements; inputs, processes, and outputs. While an integrated set of assets and activities that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set of assets and activities are not required if market participants can acquire the set of assets and activities and continue to produce outputs. In addition, the Company also performs a screen test to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets is not a business. If the set of assets and activities is not considered a business, it is accounted for as an asset acquisition using a cost accumulation model. In the cost accumulation model, the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. The Company includes the results of operations of acquired businesses beginning on the respective acquisition dates. In accordance with ASC 805, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on the estimated fair values using the acquisition method. 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 gain. 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. Dividends Dividends are reflected in the consolidated financial statements when declared. Recent Accounting Pronouncements Pronouncements Recently Adopted Effective January 1, 2023, the Company adopted ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides amendments to ASC 326, Financial Instruments - Credit Losses , which replaces the incurred loss impairment model with a current expected credit loss (“CECL”) model. CECL requires a company to estimate lifetime expected credit losses based on relevant information about historical events, current conditions and reasonable and supportable forecasts. The guidance was applied using the modified retrospective adoption method on January 1, 2023, with early adoption permitted. The adoption of ASU 2016-13 did not have a material impact on the Company's consolidated financial statements. Effective January 1, 2023, the Company adopted ASU 2021-08, Accounting for Contrat Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"), which amends ASC 805 to “require acquiring entities to apply Topic 606 86 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. The adoption of ASU 2021-08 did not have a material impact on the Company's consolidated financial statements. Effective January 1, 2024, the Company adopted ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"). The amendments in this update affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The adoption of ASU 2022-03 did not have a material impact on the Company's consolidated financial statements. Effective January 1, 2024, the Company adopted ASU 2024-01, Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards ("ASU 2024-01"), which is intended to reduce the complexity in determining whether a profits interest award is subject to Topic 718. The adoption of the update did not have an impact on the Company's consolidated financial statements. Effective January 1, 2024, the Company adopted ASU 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which requires incremental disclosures related to a public entity's reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. The Company included the additional required disclosures above in the consolidated financial statements. Refer to Note 18. Effective January 1, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09") to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The Company included the additional required disclosures above in the consolidated financial statements. Refer to Note 15. Pronouncements Not Yet Adopted On November 4, 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures ("ASU 2024-03"), which requires additional disclosure of the nature of expenses included in the Consolidated Statements of Operations. The standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the Consolidated Statements of Operations as well as disclosures about selling expenses. ASU 2024-03 is effective for our fiscal year beginning on January 1, 2027, and interim periods beginning on January 1, 2028. Entities should apply the guidance prospectively although retrospective application is permitted. The Company is evaluating the effects of these amendments on our financial reporting. On May 12, 2025, the FASB issued ASU 2025-03, Determining the Accounting Acquirer in the Acquisition of a VIE ("ASU 2025-03), which replaces the requirement that the primary beneficiary always is the acquirer in an acquisition transaction of a VIE with language to require the entities to determine the accounting acquirer through consideration of factors listed in ASC 805-10-55-12 through 55-15. ASU 2025-03 is effective for our fiscal year beginning on January 1, 2026. The adoption of ASU 2024-03 will not have a material impact on the Company's consolidated financial statements. On September 18, 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which removed all references to project stages throughout Subtopic 350-40. This standard requires entities to start capitalizing software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used. ASU 2025-06 is effective for our fiscal year beginning on January 1, 2028. The Company is evaluating the effects of these amendments on our financial reporting. 87 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Note 3. Acquisitions Qualitas Acquisition On April 4, 2025 , the Company completed the Qualitas purchase for total consideration of $ 73.8 million. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805. Qualitas is a Madrid-based private equity investing platform that provides fund-of-funds, direct co-investing and NAV financing opportunities in the European lower-middle market to limited partners across the ultra-high-net-worth, family office, and institutional channels. The fair value consisted of $ 24.4 million in net assets and $ 49.4 million in goodwill. The following is a summary of consideration paid: Fair Value Cash $ 42,705 Fair value of equity consideration 19,283 Fair value of contingent consideration 11,846 Total purchase consideration $ 73,834 The fair value of the contingent consideration was calculated using a Monte Carlo simulation based on future net revenue projections of Qualitas, acquisition specific terms and conditions, and a risk adjusted discount rate. The determined risk adjusted discount rate for the contingent consideration of 12.8 % is a significant unobservable input. The following table presents the fair value of the net assets acquired as of the acquisition date: Fair Value ASSETS Cash and cash equivalents $ 2,468 Accounts receivable 1,409 Due from related parties 51 Prepaid expenses and other assets 351 Property and equipment, net 170 Right-of-use assets 775 Intangible assets, net 31,306 Total assets acquired $ 36,530 LIABILITIES Accounts payable and accrued expenses $ 2,105 Accrued compensation and benefits 176 Deferred revenues 1,246 Lease liabilities 775 Deferred tax liabilities 7,826 Total liabilities assumed $ 12,128 Net identifiable assets acquired $ 24,402 Goodwill 49,432 Net assets acquired $ 73,834 The fair value of the identifiable intangible assets was calculated using a discounted cash flow model, based on risk adjusted discount rates, and projections of future fund revenues. The determined risk adjusted discount rates for the 88 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) identifiable intangible assets ranged from 15.5 % to 17 %. The determined risk adjusted discount rates were a significant unobservable input. The following table presents the fair value of the identifiable intangible assets acquired: Weighted- Average Amortization Fair Value Period Value of management and advisory contracts $ 20,102 10 Value of direct investors and intermediary relationships 9,776 13 Value of trade name 879 20 Value of technology 549 4 Total identifiable intangible assets $ 31,306 Goodwill The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company's build out of its investment product offering. Note 4. Revenue The following presents revenues disaggregated by nature: For the Year Ended December 31, 2025 2024 2023 Management fees $ 284,932 $ 284,505 $ 233,780 Advisory fees 7,557 5,713 4,949 Subscriptions 751 650 523 Other revenue 4,106 5,580 2,482 Total revenues $ 297,346 $ 296,448 $ 241,734 Contract Liabilities Our contract liabilities represent deferred revenue. We record contract liabilities when cash payments are received in advance of our performance. We recognized $ 12.0 million of revenue in 2025 that was included in the contract liabilities balance as of December 31, 2024 . Note 5. Strategic Alliance Expense In connection with the Bonaccord acquisition, Bonaccord entered into a Strategic Alliance Agreement ("SAA") with a third-party investor. This SAA provides the third-party the right to receive 15 % of the net management fee earnings, which includes the management fees minus applicable expenses, for Bonaccord Fund I and subsequent funds, paid quarterly, in exchange for funding certain amounts of capital commitments to the fund. The amount of net management fee earnings the third-party has the right to receive is based on their total capital committed. For the years ended December 31, 2025, 2024, and 2023 , the strategic alliance expense reported was $ 0.7 m illion, $ 4.5 million, and $ 1.5 million, respectively. This is reported on the Consolidated Statements of Operations as strategic alliance expense in operating expenses. After the final closing of Bonaccord Fund II ("Fund II"), the third-party had the opportunity to acquire, at the price at the time of the original acquisition, equity interests in Bonaccord based on the amount of commitment made. For each $ 5.0 million, up to a maximum of $ 250.0 million in irrevocable capital commitments to Fund II, the third-party could acquire 10 basis points up to a maximum of 5 % equity in Bonaccord. The third party would be entitled to receive distributions of net management fee earnings by the percentage acquired, retroactive to the date of the first close in Fund II. The maximum commitment requirement has been met and Fund II reached the final close on December 24, 2024. Effective April 1, 2025, the third-party exercised their option to acquire equity in Bonaccord which entitled them to receive the distributions of net management fee earnings by the maximum 5 % percentage acquired. 89 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Simultaneously with the third-party exercising their option to acquire equity in Bonaccord, the Company and the third party entered into an agreement whereby the 15 % of the net management fee earnings was converted into a 15 % equity interest in Bonaccord. As a result of these transactions, the third-party now has a total of 20 % equity interest in Bonaccord. The new agreement allows for quarterly cash distributions to the third party equal to 20 % net management fee earnings, with all other distributions being provided to the Company. The portion of income or loss and the corresponding equity attributable to third-party equity holder is recognized in non-controlling interest on the consolidated financial statements. The Company recognized $ 6.5 million, $ 0 and $ 0 loss on the conversion of the right to receive 15 % of net management fee earnings to a 15 % equity interest in Bonaccord for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in other loss on the Consolidated Statements of Operations. The same third-party also has the option to purchase equity in Bonaccord under similar terms for Bonaccord Fund III ("Fund III"), except for every $ 5 million committed, up to a maximum of $ 250.0 million in irrevocable capital commitments to Fund III, the third party can purchase 9.8 basis points, up to maximum of 4.9 %. This maximum commitment has been met as of December 31, 2025. Fund III has not yet reached the final close, but the Company believes it is probable that the third-party will exercise the option to acquire equity in Bonaccord. If exercised, the purchase price shall be reduced by the amount of management fee distributions which the third-party would have been paid as of the initial closing of Fund III. For funds subsequent to Fund III, the third-party has continual commitment conditions. If these commitment conditions are not satisfied, then within 60 days of the final closing of such subsequent fund, the Company may elect to repurchase the equity granted to the third-party from exercising their options related to Fund II and Fund III. The repurchase shall be at the fair market value of such equi ty at that point in time. Note 6. Notes Receivable The Company has three significant types of notes receivable. The first is an Advance Agreement and Secured Promissory Note that was executed on September 30, 2021 between the Company and BCP to lend funds to certain employees to be used to pay general partner commitments to certain funds managed by Bonaccord. This agreement provides for a note to BCP for $ 5.0 million. The note will earn interest at the greater of (i) the applicable federal rate that must be charged to avoid imputation of interest under Section 1274(d) of the U.S. Internal Revenue Code and (ii) 5.5 %. The stated interest rate is the effective rate. Interest will be paid on December 31st of each year commencing December 31, 2021, with any unpaid accrued interest being capitalized and added to the outstanding principal balance. Principal payments will be made periodically from mandatorily required payments from available cash flows at BCP. As of December 31, 2025, the balance outstanding is $ 5.1 million, which includes unpaid accrued interest added to the outstanding principal balance. The maturity date of the note receivable is September 30, 2031 . The second consists of Secured Promissory Notes that were executed on October 13, 2023 between the Company and certain employees of Bonaccord to lend funds to be used to pay general partner commitments to certain funds managed by Bonaccord. The notes provided $ 1.0 million of cash, in aggregate, to certain employees and are collateralized by such employees' privately owned shares of the Company. The term of the additional notes is five years , maturing on October 13, 2028 with all principal due at maturity. The notes accrue interest at Secured Overnight Financing Rate ("SOFR") plus 2.10% and are payable annually on October 13th in arrears, with any unpaid accrued interest being capitalized and added to the outstanding principal balance. As of December 31, 2025, the balance outstanding is $ 1.2 million, which includes unpaid accrued interest added to the outstanding principal balance. The third consists of a Loan Agreement and Secured Promissory Notes that were executed on September 26, 2024 between Bonaccord and certain general partners to lend funds to pay general partners commitments to certain funds managed by Bonaccord. The notes provide an aggregate maximum facility of $ 4.0 million and are collateralized by such general partners' interest in the funds with a maturity date of September 26, 2034 . The notes accrue interest at SOFR plus 2.10% and are payable quarterly , with any unpaid accrued interest being capitalized and added to the outstanding principal balance. SOFR is determined on the first day of each quarter. As of December 31, 2025 , the balance outstanding is $ 0.9 million, which includes unpaid accrued interest added to the outstanding principal balance. As of December 31, 2025 and December 31, 2024, the total notes receivable balance associated with these notes was $ 7.2 million and $ 7.5 million, respectively. The Company recognized interest income associated with these notes of $ 0.4 million, $ 0.4 million and $ 0.3 million for the years ended December 31, 2025, 2024 and 2023 , respectively. 90 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Note 7. Variable Interest Entities Consolidated VIEs The Company consolidates certain VIEs for which it is the primary beneficiary. VIEs consist of certain operating entities not wholly owned by the Company and include Ridgepost, LLC, Holdco, RCP 2, RCP 3, TrueBridge, Hark, Bonaccord, WTI, and Qualitas. The assets of the consolidated VIEs totaled $ 644.3 m illion and $ 587.9 million as of December 31, 2025 and December 31, 2024 , respectively. The liabilities of the consolidated VIEs totaled $ 511.5 million and $ 463.3 million as of December 31, 2025 and December 31, 2024, respectively. The assets of our consolidated VIEs are owned by those entities and not generally available to satisfy Ridgepost’s obligations. With the exception of the Company's credit facilities, the liabilities of our consolidated VIEs are obligations of those entities and their creditors do not generally have recourse to the assets of Ridgepost. Unconsolidated VIEs Through its subsidiary, ECG, the Company holds variable interests in the form of direct equity interests in certain VIEs that are not consolidated because the Company is not the primary beneficiary. The Company's maximum exposure to loss is limited to the potential loss of assets recognized relating to these unconsolidated entities. These variable interests are included in investment in unconsolidated subsidiaries on the accompanying Consolidated Balance Sheets. Note 8. Investment in Unconsolidated Subsidiaries The Company’s investment in unconsolidated subsidiaries consist of unconsolidated equity method investments primarily related to ECG’s tax credit finance and asset management activities. Additionally, the investment in Enhanced Capital Partners and Enhanced PC is recorded at zero . The Company, therefore, suspended the use of the equity method of accounting because the Company has no guaranteed obligations or commitments to provide financial support to the investee. As of December 31, 2025, investment in unconsolidated subsidiaries totaled $ 1.4 million, of which $ 0.8 million related to RCP's investment in a privately held investment manager, $ 0.5 million related to ECG’s asset management businesses and $ 0.1 million related to ECG’s tax credit finance businesses. As of December 31, 2024 , investment in unconsolidated subsidiaries totaled $ 2.8 million, of which $ 0.8 million related to RCP's investment in a privately held investment manager, $ 1.9 million related to ECG’s asset management businesses and $ 0.1 million related to ECG’s tax credit finance businesses. Note 9. Property and Equipment Property and equipment consist of the following: As of December 31, As of December 31, 2025 2024 Computers and purchased software $ 2,197 $ 1,945 Capitalized software 750 — Furniture and fixtures 3,372 2,229 Leasehold improvements 9,124 6,217 15,443 10,391 Less: accumulated depreciation ( 5,273 ) ( 3,631 ) Total property and equipment, net $ 10,170 $ 6,760 91 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Note 10. Goodwill and Intangibles Changes in goodwill for the years ended December 31, 2025 and December 31, 2024 are as follows: Balance at December 31, 2023 $ 506,038 Increase from acquisitions - Balance at December 31, 2024 $ 506,038 Increase from acquisitions 49,432 Change related to foreign currency translations 3,508 Balance at December 31, 2025 $ 558,978 Intangibles consists of the following as of December 31, 2025: Investor and Intermediary Relationships Management and Advisory Contracts Technology Trade Names Total Gross Carrying Amount Indefinite-lived intangible assets: Balance as of December 31, 2024 $ — $ — $ 30 $ 17,375 $ 17,405 Additions — — — — — Adjustment for fully amortized intangibles — — — — — Impact of exchange rate movements — — — — — Balance as of December 31, 2025 $— $— $ 30 $ 17,375 $ 17,405 Finite-lived intangible assets Balance as of December 31, 2024 $ — $ 194,666 $ 2,386 $ 28,240 $ 225,292 Additions 9,776 20,102 549 879 31,306 Adjustment for fully amortized intangibles — — ( 2,200 ) — ( 2,200 ) Impact of exchange rate movements 702 1,443 58 62 2,265 Balance as of December 31, 2025 $ 10,478 $ 216,211 $ 793 $ 29,181 $ 256,663 Accumulated Amortization Balance as of December 31, 2024 $ — $( 134,494 ) $( 2,292 ) $( 8,322 ) $( 145,108 ) Amortization expense ( 200 ) ( 20,927 ) ( 158 ) ( 2,560 ) ( 23,845 ) Adjustment for fully amortized intangibles — — 2,200 — 2,200 Impact of exchange rate movements ( 4 ) ( 41 ) ( 2 ) — ( 47 ) Balance as of December 31, 2025 $( 204 ) $( 155,462 ) $( 252 ) $( 10,882 ) $( 166,800 ) Total intangible assets, net balance as of December 31, 2025 $ 10,274 $ 60,749 $ 571 $ 35,674 $ 107,268 92 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Intangibles consists of the following as of December 31, 2024: Investor and Intermediary Relationships Management and Advisory Contracts Technology Trade Names Total Gross Carrying Amount Indefinite-lived intangible assets: Balance as of December 31, 2023 $ — $ — $ 30 $ 17,375 $ 17,405 Impact of exchange rate movements — — — — — Balance as of December 31, 2024 $ — $ — $ 30 $ 17,375 $ 17,405 Finite-lived intangible assets Balance as of December 31, 2023 $ — $ 194,666 $ 2,386 $ 28,240 $ 225,292 Impact of exchange rate movements — — — — — Balance as of December 31, 2024 $ — $ 194,666 $ 2,386 $ 28,240 $ 225,292 Accumulated Amortization Balance as of December 31, 2023 $ — $( 111,873 ) $( 1,834 ) $( 5,789 ) $( 119,496 ) Amortization expense — ( 22,621 ) ( 458 ) ( 2,533 ) ( 25,612 ) Balance as of December 31, 2024 $ — $( 134,494 ) $( 2,292 ) $( 8,322 ) $( 145,108 ) Total intangible assets, net balance as of December 31, 2024 $ — $ 60,172 $ 124 $ 37,293 $ 97,589 Management and advisory contracts and finite lived trade names are amortized over 7 - 20 years and are being amortized in line with the economic benefits that are expected to occur. Technology is generally amortized on a straight-line basis or in line with the economic benefits that are expected to occur over 4 years. Direct investors and intermediary relationships are being amortized in line with the economic benefits that are expected to occur over 13 years. The amortization expense for each of the next five years and thereafter are as follows: 2026 $ 21,647 2027 18,404 2028 14,573 2029 11,649 2030 8,807 Thereafter 14,783 Total amortization $ 89,863 Note 11. Fair Value Measurements Financial Instruments not recognized at Fair Value The Company measures certain assets and liabilities at fair value on a recurring basis which are discussed below. Our financial instruments not recognized at fair value were as follows: As of December 31, 2025 As of December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value Fair Value Level Reference Assets Due from related party - Advisory Agreements $ 83,900 $ 55,455 $ 68,010 $ 42,529 3 Note 13 Liabilities Debt Obligations $ 373,204 $ 373,204 $ 319,783 $ 319,783 2 Note 12 93 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) As of December 31, 2025 and December 31, 2024, debt obligations' carrying value approximates fair value. Earnouts associated with the acquisitions of Bonaccord, Hark, and Qualitas Included in the total consideration of the acquisition of Hark was an earnout not to exceed $ 5.4 million. Total remeasurement expense recognized for the years ended December 31, 2025, 2024, and 2023 totaled $ 0 , $ 0 , and $ 0.1 million, respectively. This is included in contingent consideration expense on the Consolidated Statements of Operations. The entirety of the Hark contingent consideration of $ 5.4 million was paid during the year ended December 31, 2023. Included in total consideration of the acquisition of Bonaccord in September 2021 was an earnout payment not to exceed $ 20 million. The amount ultimately owed to the sellers was based on achieving specific fundraising targets and any amounts paid to the sellers was required to be paid by October 2027, at which point the earnout expires. Payments were made after each fund close. As of December 31, 2025 , the full $ 20.0 million earnout payment has been earned and paid, of which $ 2.2 million was paid in the year ended December 31, 2025 and $ 4.7 million was paid in the year ended December 31, 2024. Total remeasurement expense recognized for the years ended December 31, 2025, 2024, and 2023 was $ 0 , $ 0.2 million and $ 0.5 million, respectively. This is included in contingent consideration expense on the Consolidated Statements of Operations. As of December 31, 2024, with all contingent consideration for the acquisition of Bonaccord considered fully earned, the liability transferred out of Level 3 fair value measurement as the liability is recorded at cost at the known payment amount. Until considered fully earned, the Company's contingent consideration was considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judgment or estimation. As of December 31, 2025 , there were no remaining earnout liabilities related to the Bonaccord acquisition. On April 4, 2025, included in total consideration of the Qualitas acquisition was an earnout pay ment not to exceed € 31.7 million. The amount ultimately owed to the sellers is based on the run-rate net revenue as of December 31, 2027 from newly launched Qualitas funds post-acquisition. Any earnout payment will be paid no later than December 31, 2028 in a mix of cash and Class A common stock at the seller's election, with no more than 65 % payable in cash. As of December 31, 2025 , no earnout payment has been earned or paid. Total remeasurement expense recognized for the year ended December 31, 2025 was $ 2.9 million, which was included in contingent consideration expense on the Consolidated Statements of Operations. Derivative instruments and hedging activities In September 2025, the Company entered into an interest rate collar agreement to hedge the variability in cash flows associated with its variable-rate borrowings under the Amended and Restated Credit Agreement (as defined below). 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 United States Dollar ("USD") SOFR Chicago Mercantile Exchange ("CME") term rate ("USD-SOFR-CME"), with a cap strike rate of 4.25 % and a floor strike rate of 2.31 %. The Company records the effective portion of changes in the fair value of its cash flow hedges to other comprehensive income/(loss), net of tax, and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized. Any changes in fair value of hedges that are determined to be ineffective are immediately reclassified from accumulated other comprehensive income into earnings. For the year ended December 31, 2025, the Company recorded an unrealized gain on interest rate derivatives, net of tax for $ 0.1 million, which is included in other comprehensive income/(loss). The Company estimates that an insignificant amount currently recorded in accumulated other comprehensive income will be recognized in earnings over the next 12 months. When derivatives are used, the Company is exposed to credit loss in the event of non-performance by the counterparties; non-performance risk is incorporated into the valuation of the hedges, but non-performance by any of our derivative counterparties is not anticipated. ASC 815 requires companies to recognize all derivative instruments as either 94 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks, which are significant observable inputs or Level 2 inputs. The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedges no longer be considered effective. No amount of ineffectiveness was included in net income for the year ended December 31, 2025. The Company will continue to assess the effectiveness of the hedges on an ongoing basis. The following table presents all recurring items measured at fair value as of December 31, 2025: As of December 31, 2025 Level I Level II Level III Total Assets Derivative assets $ - $ 74 $ - $ 74 Total assets $ - $ 74 $ - $ 74 Liabilities Contingent consideration obligation $ - $ - $ 15,599 $ 15,599 Total liabilities $ - $ - $ 15,599 $ 15,599 For the liabilities and assets presented in the table above, there were no changes in fair value hierarchy levels during the year ended December 31, 2025. The changes in the fair value of Level III financial instruments are set forth below: Contingent Consideration Liability For the Year Ended December 31, 2025 2024 Balance, beginning of year: $ - $ 6,693 Additions 11,846 - Change in fair value 2,928 160 Impact of exchange rate movements 825 - Settlements - ( 2,565 ) Transfers out of level 3 measurement - ( 4,288 ) Balance, end of period: $ 15,599 $ - Until transferred out of Level 3 fair value measurement, the fair value of the contingent consideration liability represents the fair value of future payments upon satisfaction of performance targets. The assumptions used in the analysis are inherently subjective; therefore, the ultimate amount of the contingent consideration liability primarily relate to the expected future payments of obligations with a discount rate applied. The contingent consideration liability is included in contingent consideration on the Consolidated Balance Sheets. 95 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Note 12. Debt Obligations Debt obligations consists of the following: As of As of December 31, December 31, 2025 2024 Revolver facility $ 56,000 $ - Debt issuance costs ( 2,386 ) ( 3,308 ) Revolver facility, net $ 53,614 $ ( 3,308 ) Term loan $ 320,938 $ 325,000 Debt issuance costs ( 1,348 ) ( 1,909 ) Term loan, net $ 319,590 $ 323,091 Total debt obligations, net $ 373,204 $ 319,783 Revolving Credit Facility and Term Loan On December 22, 2021, the Company entered into a credit agreement (the "Credit Agreement") with JPMorgan, in its capacity as administrative agent and collateral agent, and Texas Capital Bank, as joint lead arrangers and joint bookrunners, and the other loan parties party thereto. The Credit Agreement consists of two facilities. The first is a revolving credit facility with an available balance of $ 125 million (the "Revolver Facility"). The second is a term loan for $ 125 million (the "Term Loan"). In addition to the Term Loan and Revolver Facility, the Credit Agreement also includes a $ 125 million accordion feature. In October 2022, the accordion feature was exercised split into $ 87.5 million worth of term loan and $ 37.5 million of revolver. On August 1, 2024, the Company entered into a restatement agreement, which amends and restates the Credit Agreement (the "Amended and Restated Credit Agreement"). The Amended and Restated Credit Agreement provides for a new senior secured revolving credit facility in the amount of $ 175 million, with a $ 10 million sublimit for the issuance of letters of credit (the "New Revolving Facility"), and a new senior term loan facility in the amount of $ 325 million (the "New Term Loan" and, together with the New Revolving Facility, the "Amended and Restated Credit Facilities"). The Amended and Restated Credit Facilities were used to refinance and replace the credit facilities under the 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 New Revolving Facility and one, three, or six months for the New Term Loan. Principal for the New Term Loan is contractually repaid at a rate of 1.25% quarterly effective December 31, 2025. The New Revolving Credit Facility has no contractual principal repayments until maturity, which is August 1, 2028 for both facilities. The Amended and Restated Credit Facilities are guaranteed by the Company's subsidiaries, subject to customary exceptions, and are secured by liens on substantially all assets of the Company, Ridgepost, LLC and the Company's guarantor subsidiaries, subject to customary exceptions. The Amended and Restated Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require Ridgepost to maintain a minimum leverage ratio. As of December 31, 2025, Ridgepost was in compliance with its financial and other covenants required under the facility. For the years ended December 31, 2025, 2024, and 2023, $ 25.9 million, $ 24.1 million, and $ 20.4 million of interest expense was incurred, respectively. 96 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) Debt Payable Future principal maturities of debt as of December 31, 2025 are as follows: 2026 $ 16,250 2027 16,250 2028 344,438 $ 376,938 Note 13. Related Party Transactions Effective January 1, 2021, the Company entered into a sublease with 210 Capital, LLC, then a related party, for office space that served as our corporate headquarters until June 2025. Ridgepost has paid $ 0.2 million, $ 0.3 million and $ 0.3 million in rent to 210 Capital, LL C for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2024 and December 31, 2025, this is no longer a related party transaction. As described in Note 1, through its subsidiaries, the Company serves as the investment manager to the Funds. Certain expenses incurred by the Funds are paid upfront and are reimbursed from the Funds as permissible per fund agreements. As of December 31, 2025, the total accounts receivable from the Funds totaled $ 38.8 million , of which $ 24.7 million related to fees earned but not yet received and $ 14.1 million related to reimbursable expenses. As of December 31, 2024 , the total accounts receivable from the Funds totaled $ 42.5 million, of which $ 30.4 million related to fees earned but not yet received and $ 12.1 million related to reimbursable expenses. Reimbursable expenses and fees earned but not yet received are included in due from related parties and accounts receivable on the Consolidated Balance Sheets, respectively. In certain instances, the Company may incur expenses related to specific products that never materialize and therefore would not be reimbursed and expensed at that time. Upon the closing of the Company’s acquisition of ECG, the Advisory Agreement between ECG and Enhanced PC immediately became effective. Under this agreement, ECG provides advisory services to Enhanced PC related to the assets and operations of the permanent capital subsidiaries owned by Enhanced PC. ECG provides advisory services relating to new projects undertaken by Enhanced PC under additional arrangements governed by the terms of the Advisory Agreement. In exchange for those services, which commenced on January 1, 2021, ECG receives advisory fees from Enhanced PC based on a declining fixed fee schedule, that is commensurate with the level of services being performed. The Company allocates a portion of the consideration received under this arrangement to a financing component when it determines that a significant financing component exists. As of December 31, 2025, certain of the Company's contracts with Enhanced PC contained a significant financing component, as a result of the Company's expectation that the period between services being provided and cash collection will exceed one year. Interest income related to the identified significant financing component wa s $ 0.3 million and $ 45.2 thousand for the years ended December 31, 2025 and December 31, 2024 . No significant financing components were identified for the year ended December 31, 2023. As of December 31, 2025, the total contractual advisory fees are $ 119.6 million ove r eleven years inclusive of new projects added since inception. These agreements are subject to customary termination provisions. Since inception , $ 93.8 million of the total $ 119.6 m illion advisory fees have been recognized as revenue. There was $ 25.8 million in remaining performance obligations related to these agreements, which will be recognized between January 1, 2026 and April 30, 2032. For the years ended December 31, 2025, 2024, and 2023, advisory fees earned or recognized under this agreement were $ 14.2 million, $ 17.3 million and $ 20.9 million, respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations. As of December 31, 2025 and December 31, 2024, the associated receivable was $ 80.0 million and $ 65.8 million, respectively, and is included in due from related parties on the Consolidated Balance Sheets. The Company invoices Enhanced PC quarterly in arrears and earns interest on balances not paid within 30 days. Revenues from interest on outstanding balances were $ 1.4 million, $ 1.1 million, and $ 0.7 million for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. As of December 31, 2025 and December 31, 2024, the associated interest receivable was $ 3.9 million and $ 2.2 million, respectively, and is included in due from related parties on the Consolidated Balance Sheets. Payment is expected to be collected as the permanent capital subsidiaries complete and liquidate multi-year projects covered under this agreement. Upon the closing of the Company’s acquisition of ECG, the Administrative Services Agreement between ECG and Enhanced Capital Holdings, Inc. ("ECH"), immediately became effective. Under this agreement, ECG pays ECH for the use 97 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) of their employees to provide services at the direction of ECG. The Company recognized $ 11.5 million, $ 13.6 million and $ 13.2 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to this agreement within compensation and benefits on our Consolidated Statements of Operations. As of December 31, 2025 and December 31, 2024, the associated accrual was $ 3.7 million and $ 3.4 million, respectively, and is included in due to related parties on the Consolidated Balance Sheets. On September 10, 2021, Enhanced entered into a strategic partnership with Crossroads Impact Corp ("Crossroads"), the parent company of Capital Plus Financial ("CPF"), a leading certified development financial institution. Under the terms of the agreement, Enhanced was to originate and manage loans across its diverse lines of business including small business loans to women and minority owned businesses, and loans to renewable energy and community development projects. The loans were to be held by CPF and CPF will pay an advisory fee to Enhanced. On July 6, 2022, Crossroads entered into the Advisory Agreement (the "Crossroads Advisory Agreement") with ECG. The Crossroads Advisory Agreement provides for ECG to receive a services fee of approximately 1.5 % per year of the capital deployed by Crossroads under the Crossroads Advisory Agreement ( 0.375 % quarterly) and an incentive fee of 15 % over a 7 % hurdle rate. In relation to the strategic partnership with Crossroads effective September 10, 2021 and the Crossroads Advisory Agreement, the Company recognized $ 0 , $ 6.1 million, and $ 8.9 million of fees for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. On July 6, 2022, certain funds managed by the Company purchased 4,646,840 shares of Crossroads common stock at $ 10.76 per share, for an aggregate amount of approximately $ 50 million. On August 1, 2022, an additional purchase of 1,394,052 shares of Crossroads common stock at $ 10.76 per share occurred. The funds managed by the Company do not have the ability to change the investment strategy of Crossroads. Two former members of the Board of Directors of the Company were directors of Crossroads and had recused themselves from any decisions related to Crossroads or CPF. The Company recognizes an annual fee from the funds of $ 20 thousand of which $ 20 thousand, $ 20 thousand, and $ 20 thousand have been recognized for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. On December 23, 2024, Crossroads and ECG terminated the Crossroads Advisory Agreement. Additionally, the impact credit asset portfolio managed by the Company was contributed to two new limited liability companies ("Clifford") and the funds managed by the Company redeemed their interest in Crossroads in exchange for membership interests in Clifford in proportion to the fair value of the net assets contributed. At the same time, ECG entered into an Advisory Agreement with Clifford ("Clifford Advisory Agreement") to manage the impact credit asset portfolio, which has a term ending on the disposal date for all of Clifford's underlying investments. The Clifford Advisory Agreement provides for ECG to receive a services fee of approximately 1.5 % per year of the capital deployed by Clifford under the Clifford Advisory Agreement. Clifford is not considered a related party to the Company. As part of the Clifford arrangement, Enhanced Clifford (GP) LLC ("Clifford GP"), a direct subsidiary of ECH, was formed. Clifford GP receives incremental fees from Clifford as part of the Clifford Advisory Agreement. The Company is a guarantor on a put option and call option with third party customers. Refer to Note 14 for further details. The Company has an Advance Agreement and Secured Promissory Notes with BCP, an entity that was formed by employees of the Company and certain Bonaccord employees and certain Bonaccord general partners. For details, see Note 6. Note 14. Commitments and Contingencies Operating Leases The Company leases office space and various equipment under non-cancellable operating leases, with the longest lease expiring in 2036. These lease agreements provide for various renewal options. Rent expense for the various leased office space and equipment was approximately $ 5.7 million, $ 4.3 million, and $ 3.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. 98 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) The Company leases an insignificant amount of office equipment under non-cancellable financing leases, with the longest lease expiring in 2030. The finance lease right-of-use asset is included in right-of-use assets and the finance lease liability is included in lease liabilities in the Consolidated Balance Sheets. Amortization and interest expense for the finance leased equipment is included in general, administrative and other in the Consolidated Statements of Operations. The following table presents information regarding the Company’s operating leases as of December 31, 2025: Operating lease right-of-use assets $ 23,214 Operating lease liabilities $ 29,461 Net cash paid during the year ended December 31, 2025 for operating lease liabilities $ 1,646 Weighted-average remaining lease term (in years) 6.45 Weighted-average discount rate 6.05 % The future contractual lease payments as of December 31, 2025 are as follows: 2026 $ 5,228 2027 5,597 2028 5,196 2029 5,778 2030 5,432 Thereafter 9,050 Total undiscounted lease payments 36,281 Less imputed interest ( 6,820 ) Total operating lease liabilities $ 29,461 Earnout Payment With the acquisition of WTI, 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. 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 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 expected the first two of three EBITDA hurdles to be achieved. As of December 31, 2025, the first hurdle has been achieved, however the Company no longer expects the second or third EBITDA hurdles to be achieved. The change in estimate for the second EBITDA hurdle resulted in a $ 3.5 million reversal of expense recognized for the year ended December 31, 2025, which is included in compensation and benefits in the Consolidated Statements of Operations. For the years ended December 31, 2024, and December 31, 2023, $ 12.3 million and $ 21.0 million of expense was recognized, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations. As of December 31, 2025 , the Company paid $ 35.0 million for the achievement of the first EBITDA hurdle and there was no remaining liability related to the WTI earnout. As of December 31, 2024 , the balance was $ 38.5 million, respectively, which is included in accrued compensation and benefits in the Consolidated Balance Sheets. Bonus Payment In connection with the acquisition of WTI, certain employees entered into employment agreements. As part of these employment agreements, certain employees may receive a one-time bonus payment if the employee is employed by the Company as of the fifth anniversary of the effective date and the trailing-twelve month EBITDA of WTI at that time is equal to or greater than $ 20.0 million. 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. As of December 31, 2024, the Company expected the trailing-twelve month EBITDA target 99 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) was probable to be met, however as of December 31, 2025, the Company no longer expects the EBITDA target to be met. The change in estimate resulted in a $ 4.4 million reversal of expense recognized for the year ended December 31, 2025, which is included in compensation and benefits on the Consolidated Statements of Operations. For the years ended December 31, 2024 and 2023 , the Company recognized $ 2.0 million and $ 2.0 million of expense, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. As of December 31, 2025 and December 31, 2024, the balance was $ 0 and $ 4.4 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheets. Revenue Share Arrangement The Company recognizes accrued contingent liabilities and contingent payments to customers assets in the Consolidated Balance Sheets for agreements that exist between ECG and third party customers ("Third Parties"). The agreements require ECG to share in certain revenues earned with the Third Parties and also include an option for the Third Parties to sell back the revenue share to ECG at a set multiple. Additionally, ECG holds the option to buy back 50% of the revenue share at a set multiple. The options to repurchase the revenue share initially became exercisable in July 2025. Some Third Parties exercised their rights to sell back their revenues during 2025. For the year ended December 31, 2025 , the Company paid $ 2.4 million to the Third Parties that exercised their rights to sell back their revenues. The remaining Third Parties extended their participations. As a result of this extension the Third Parties' do not have the ability to exercise their options until December 23, 2028. The Company’s contingent liabilities and corresponding contingent payments to customers are recognized once determined to be probable and estimable. The contingent payments to customers are amortized and recorded within management and advisory fees on the Consolidated Statements of Operations over the estimated term of the underlying funds. As of December 31, 2025, the Company has determined that the put options are probable of being exercised and have accrued estimated contingent liabilities and contingent payments to customers. As of December 31, 2025 and December 31, 2024, the associated liabilities were $ 20.4 million and $ 13.8 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets. The associated contingent payments to customers assets were $ 18.2 million and $ 10.0 million as of December 31, 2025 and December 31, 2024, respectively. The Company recognized $ 0.9 million , $ 1.4 million, and $ 1.5 million of amortization of contingent payments to customers for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. The Company will reassess each period and recognize all changes. On December 23, 2024, the Company became a guarantor for Clifford GP on a related but separate put option and call option with the same Third Parties and terms. The Company would be required to settle either the put or call options if either are exercised and Clifford GP does not have the means to settle themselves. The Company records accrued contingent liabilities when it is probable and estimable that the Company would need to settle as guarantor. In association with the Third Parties that exercised their rights to sell back their revenues, the Company paid $ 2.0 million to those Third Parties on behalf of Clifford GP for the year ended December 31, 2025. As of December 31, 2025 and December 31, 2024, the associated liabilities were $ 9.7 million and $ 10.1 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets. The Company recognized a loss of $ 1.6 million and $ 10.1 million for the years ended December 31, 2025 and December 31, 2024, respectively, which is included in other loss on the Consolidated Statements of Operations. T here was no expense recognized f or the year ended December 31, 2023. The Company will reassess each period and recognize changes when necessary. Dispute Resolutions In 2024, the Company resolved a business dispute with a service provider for $ 1.2 million, which was recognized in other loss on the Consolidated Statements of Operations. On January 2, 2025, the Company received the $ 1.2 million payment. Contingencies We may be involved, either as plaintiff or defendant, in a variety of ongoing claims, demands, suits, investigations, tax matters and proceedings that arise from time to time in the ordinary course of our business. We evaluated all potentially significant litigation, government investigations, claims or assessments in which we are involved and disclosed anything 100 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) more likely than not to be recognized below, if any are applicable. We do not believe that any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any. In 2021, the Civil Enforcement Division of the Oregon Department of Justice ("Oregon DOJ") initiated an investigation of certain transactions involving the Oregon Low Income Community Jobs Initiative, also known as the Oregon New Markets Tax Credit ("NMTC") program, to which a subsidiary of Enhanced Capital, among others, was a party. The Oregon DOJ contended that the subsidiary of Enhanced Capital omitted from the NMTC application information regarding the application of leveraged financing in the transaction and the sources and uses of funds in the proposed transactions. The subsidiary of Enhanced Capital completed non-binding mediation in July 2023 and a settlement was negotiated which was paid in the fourth quarter of 2023. The total settlement was $ 3.6 million of which the insurance carrier contributed $ 1.5 million. For the year ended December 31, 2023, the total expense associated with the litigation was $ 2.1 million in other (expense)/income on the Consolidated Statements of Operations. Note 15. Income Taxes The Company accounts for income taxes under ASC 740. The components of the provision for (benefit from) income taxes for the years ended December 31, 2025, 2024, and 2023 are as follows (in thousands): For the Years Ended December 31, 2025 2024 2023 Income (loss) before income tax expense United States $ 33,177 $ 28,363 $ ( 3,140 ) Foreign ( 769 ) - - Income (loss) before income tax expense $ 32,408 $ 28,363 $ ( 3,140 ) Current tax expense (benefit) U.S. federal $ - $ - $ ( 66 ) U.S. state and local 1,601 4,723 941 Foreign 1,182 - - Total current tax expense $ 2,783 $ 4,723 $ 875 Deferred tax expense (benefit) U.S. federal $ 6,638 $ 6,593 $ 3,752 U.S. state and local 678 ( 2,620 ) 5 Foreign ( 654 ) - - Total deferred tax expense $ 6,662 $ 3,973 $ 3,757 Total tax expense U.S. federal $ 6,638 $ 6,593 $ 3,686 U.S. state and local 2,279 2,103 946 Foreign 528 - - Total worldwide tax expense $ 9,445 $ 8,696 $ 4,632 101 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) The following is a reconciliation of the statutory federal income tax rate to the Company's effective tax rate for the years ended December 31, 2025, 2024, and 2023 are as follows: For the Years Ended December 31, 2025 2024 2023 Income tax expense at US federal statutory rate $ 6,806 21.0 % $ 5,956 21.0 % $ ( 659 ) 21.0 % State and local taxes, net of federal benefit (a) 1,983 6.1 % 1,242 4.4 % 843 ( 26.9 %) Foreign tax effects ( 31 ) ( 0.1 %) - 0.0 % - 0.0 % Changes in valuation allowance 7 0.0 % Nontaxable or nondeductible items Contingent consideration 732 2.3 % - - - - Share-based payment awards ( 1,651 ) ( 5.1 %) ( 1,368 ) ( 4.8 %) ( 754 ) 24.0 % 162m limitation 1,766 5.5 % 2,489 8.8 % 4,396 ( 140.0 %) Transaction fees 345 1.1 % 576 2.0 % - N/A Non-controlling interests ( 719 ) ( 2.2 %) ( 298 ) ( 1.1 %) 88 ( 2.8 %) Other 207 0.6 % 99 0.4 % 718 ( 22.9 %) Effective tax rate $ 9,445 29.1 % $ 8,696 30.7 % $ 4,632 ( 147.5 %) (a) The state and local jurisdictions that make up a majority of state and local income tax category are Illinois, New York, Louisiana, North Carolina, and New York City. The table below summarizes cash taxes paid (net of refunds received) for the years ended December 31, 2025, 2024, and 2023. The jurisdictions included below represents cash taxes paid (net of refunds received) equal to or greater than 5% of total cash taxes paid. For the Years Ended December 31, 2025 2024 2023 Cash taxes paid U.S. state and local California * $ 286 $ 125 Connecticut $ 702 * * Illinois 197 178 * Louisiana 211 495 * North Carolina 143 526 566 New York 317 377 85 New York City 745 567 295 Other 501 109 468 Total U.S. state and local 2,816 2,538 1,539 Foreign Spain 539 - - Total cash taxes paid $ 3,355 $ 2,538 $ 1,539 *The amount of income taxes paid during the year does not meet the 5% disaggregation threshold. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. 102 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) The components of deferred tax assets as of December 31, 2025 and 2024 are as follows: As of As of December 31, December 31, 2025 2024 Deferred tax assets: Stock compensation $ 10,254 $ 7,206 Investment in partnerships 17,043 25,543 Other deferred tax asset 161 - Net operating losses, interest expense, and credit carryforwards 11,740 13,614 Total deferred tax assets 39,198 46,363 Valuation allowance for deferred tax assets ( 12,825 ) ( 12,818 ) Total deferred tax assets, net of valuation allowance $ 26,373 $ 33,545 Deferred tax liabilities: Intangibles $ 7,732 $ - Other deferred tax liability 161 - Total deferred tax liabilities $ 7,893 $ - As of December 2025, the Company had an outside basis difference in its investment in Qualitas, a foreign subsidiary, primarily attributable to unremitted earnings and cumulative translation adjustments. The Company considers the earnings of these subsidiaries to be indefinitely reinvested, and accordingly, no deferred tax liability has been recorded for the U.S. federal or state tax consequences of such earnings or related outside-basis differences. Furthermore, the Company is a U.S. corporation and that there are no federal income tax consequences for the undistributed foreign earnings as the Company expects its undistributed earnings to be subject to the 100 % dividend-received deduction. As of December 31, 2025, the amount of unrecognized deferred tax liability on the undistributed earnings from our foreign subsidiary that we intend to indefinitely reinvest is not material. The deferred taxes are also not recorded on cumulative translation adjustments where the indefinite reversal exception applies. Valuation allowances are established when necessary to reduce deferred tax assets to the amount that are more-likely-than-not expected to be realized based on the weighing of positive and negative evidence. Future realization of the deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on the historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. This may change due to many factors, including future market conditions and the ability to successfully execute the business plan and/or tax planning strategies. The Company had a valuation allowance against net deferred tax asset of $ 12.8 million as of December 31, 2025 . The components of the existing valuation allowance primarily include a valuation allowance recorded in 2020 against its net deferred tax asset of $ 11.4 million due to the write-off of an intercompany debt which is capital in nature. Management believes that it is not more-likely-than-not that future operations will generate sufficient taxable capital gain income to realize the deferred tax asset. This assessment remains valid for 2025, and no adjustments have been made to this valuation allowance. The remaining $ 1.4 million valuation allowance is against certain NOLs that are expected to expire without being used. However, should there be a change in the ability to recover deferred tax assets, the income tax provision would either increase or decrease in the period when the assessment is modified. On July 4, 2025, the One Big Beautiful Bill ("OBBBA") was enacted in the United States. The legislation includes significant provisions, such as permanent extensions and modifications of certain provisions of the Tax Cuts and Jobs Act and modifications to the U.S. international tax system. The OBBBA contains multiple effective dates, with certain provisions taking effect in 2025, 2026, and 2027. The OBBBA's provisions did not have a material impact on our consolidated financial position for the year ended December 31, 2025. We will continue to evaluate the future impacts of these legislative changes as additional supplemental guidance becomes available. 103 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) The post-rate effected federal NOLs (net of uncertain tax reserve) amount is $ 10.4 million. The federal NOL carryforward may expire beginning in 2035, if not utilized. The Company is expected to use the majority of the federal NOLs before expiration based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. The Company had post-rate effected state NOLs (net of valuation allowance on expected expire unused) of approximately $ 0.6 million as of December 31, 2025. Utilization of the NOLs and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses and credit carryforwards before utilization. The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more-likely-than-not that the position will be sustained upon examination based on the technical merits. Recording an uncertain tax position is inherently uncertain and requires making judgments, assumptions, and estimates. The Company believes the judgments, assumptions and estimates made are reasonable and appropriate, no assurance can be given that the final tax outcome of these matters will not be different. To the extent that the final tax outcome of these matters is different than the amount recorded, such difference will affect the provision for income taxes and the effective tax rate in the period in which such determination is made. The reconciliation of the Company's unrecognized tax benefits, which are included in both deferred tax assets, net and accounts payable and accrued expenses liabilities on the Consolidated Balance Sheets, at the beginning and end of the year is as follows: For the Years Ended December 31, 2025 2024 Balance at January 1 $ 6,192 $ 6,192 Additions based on tax positions related to the current year 328 - Additions for tax positions of prior years - - Reductions for tax positions of prior years - - Settlements - - Balance at December 31 $ 6,520 $ 6,192 The uncertain tax position is primarily related to imputed interest, and research and development credits. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025, the Company has $ 0.1 million of accrued interest and penalties related to uncertain tax positions. The Company is subject to U.S. federal income tax as well as various state and foreign tax jurisdictions. The Company is not under audit in any other income tax jurisdictions. In general, the Company remains subject to examination by U.S. federal and state tax authorities for all years since 2002, due to net operating loss carryforwards and their utilization in years still open under statute. Additionally, all tax years in Spain since 2021 remain open under applicable statutes. Note 16. Stockholders' Equity Stock Incentive Plans On July 20, 2021, the Board of Directors approved the Ridgepost, Inc. 2021 Stock Incentive Plan (the "Plan"), which replaced the 2018 Incentive Plan ("2018 Plan"), our previously existing equity compensation plan. The Compensation Committee of the Board of Directors may issue equity-based awards including stock options, stock appreciation rights, restricted stock units, and restricted stock awards. Starting with options granted in 2024 under the Plan, vesting generally occurs on a graded schedule with 25 % vesting on each of the second, third, fourth, and fifth anniversary of the grant date, but only if the grantee is continuously employed by the Company or a subsidiary through each such date. Options granted prior to 2024 under both the Plan and the 2018 Plan cliff vest over a period of four or five year s. The term of each option is no more than ten year s from the date of grant. When the options are exercised, the Board of Directors has the option of issuing shares of common stock or paying a lump sum cash payment on the exercise date equal to the difference between the common stock’s fair market value on the exercise date and the option price. Terms of all future awards will be granted under 104 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) the Plan, and no additional awards will be granted under the 2018 Plan. Awards granted under the 2018 Plan continue to follow the 2018 Plan. The 2018 Plan provided for an initial 6,300,000 shares (adjusted for the reverse stock split). The Plan provided for the issuance of 3,000,000 shares available for grant, in addition to those approved in the 2018 Plan for a total of 9,300,000 shares. On June 17, 2022, at the Annual Meeting of Stockholders, the shareholders authorized an increase of 5,000,000 shares that may be issued under the Plan. On December 9, 2022, a special meeting of stockholders was held to increase the number of shares issuable under the Plan by 4,000,000 shares. On June 14, 2024, at the Annual Meeting of Stockholders, the shareholders authorized an increase of 11,000,000 shares available under the Plan, resulting in a total of 29,300,000 shares available for grant under the Plan and the 2018 Plan. As of December 31, 2025 , there are 7.9 million shares available for grant under the Plan. Stock Repurchase Plan The Board approved a program to repurchase shares of our Class A and Class B common stock (the "Share Repurchase Program"). As of December 31, 2025 and December 31, 2024, the Board has approved $ 157.0 million and $ 92.0 million, respectively, for share repurchase under the Share Repurchase Program. These shares may be repurchased from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades, in accordance with Rule 10b5-1 trading plans and/or through other legally permissible means. As of December 31, 2025, $ 136.0 million has been spent to buy back shares under this program and there is $ 21.0 million remaining for authorized repurchases under this program. Equity-Based Compensation - Stock Options A summary of stock option activity for the years ended December 31, 2025 and December 31, 2024 is as follows: Weighted Average Contractual Life Aggregate Number of Weighted Average Remaining Intrinsic Value Shares Exercise Price (in years) (whole dollars) Outstanding as of December 31, 2023 12,715,381 $ 8.15 7.82 $ 30,872,113 Granted 2,541,289 8.01 Exercised ( 1,080,527 ) 1.57 Expired/Forfeited ( 1,210,246 ) 8.48 Outstanding as of December 31, 2024 12,965,897 $ 8.58 7.38 $ 52,343,412 Exercisable as of December 31, 2024 1,787,695 $ 5.79 6.04 $ 12,199,062 Outstanding as of December 31, 2024 12,965,897 $ 8.58 7.38 $ 52,343,412 Granted 2,271,044 12.61 Exercised ( 961,068 ) 4.27 Expired/Forfeited ( 683,237 ) 10.21 Outstanding as of December 31, 2025 13,592,636 $ 9.47 6.92 $ 16,064,815 Exercisable as of December 31, 2025 2,189,842 $ 5.27 5.02 $ 10,075,191 Compensation expense equal to the grant date fair value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations. When stock options exercise, the awards are generally settled in equity net of employee tax withholdings and strike price. Stock option compensation cost is estimated at the grant date based on the fair-value of the award, which is determined using the Black Scholes option valuation model and is recognized as expense ratably over the requisite service period of the award, generally five years. The share price used in the Black Scholes model is based on the trading price of our shares on the public markets. Expected life is based on the vesting period and expiration date of the option. Until October 2023, stock price volatility was estimated based on a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to 105 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) the nature of operations of these entities. Since October 2023, stock price volatility is estimated using a weighted average of Ridgepost and a group of similar publicly traded companies determined to be most reflective of the expected volatility of the Company due to the nature of operations of these entities. The risk-free rates are based on the U.S. Treasury yield in effect at the time of grant. The dividend yield is based on the quarterly dividend as of the grant date. The stock-based compensation expense for stock options was $ 9.5 million , $ 9.1 million, and $ 10.3 million for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The total associated income tax benefit was $ 7.4 million, $ 9.9 million, and $ 6.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of December 31, 2025 was $ 22.8 million and is expected to be recognized over a weighted average period of 2.28 years. Any future forfeitures will impact this amount. The weighted average assumptions used in calculating the fair value of stock options granted during the years ended December 31, 2025 and December 31, 2024 were as follows: For the year ended December 31, 2025 2024 Expected life (in years) 6.75 6.75 Expected volatility 37.50 % 37.50 % Risk-free interest rate 4.45 % 4.23 % Expected dividend yield 1.11 % 1.63 % Equity-Based Compensation - Restricted Stock Awards ("RSAs") The Company has granted RSAs to certain non-employee directors. Holders of RSAs have no voting rights and accrue dividends until vesting with payment being made once they vest. When RSAs vest, the awards are generally settled in equity. All of the shares currently vest one year from the grant date. Compensation expense equal to the grant date fair value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations. RSA compensation cost is estimated at the grant date based on the fair value of the award, which is based on the closing market price on the day of grant, and is recognized as expense ratably over the requisite service period of the awards. The stock-based compensation expense for RSAs was $ 1.0 million , $ 0.7 million, and $ 0.4 million for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The total associated income tax benefit was $ 1.0 million, $ 0.6 million, and $ 0.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Unrecognized stock-based compensation expense related to outstanding unvested RSAs as of December 31, 2025 was $ 0.5 million and is expected to be recognized over a weighted average period of 0.45 years. Any future forfeitures will impact this amount. Number of Weighted-Average Grant RSAs Date Fair Value Per RSA Outstanding as of December 31, 2023 32,722 $ 11.46 Granted 93,473 8.02 Vested ( 32,722 ) 11.46 Forfeited - - Outstanding as of December 31, 2024 93,473 8.02 Outstanding as of December 31, 2024 93,473 $ 8.02 Granted 128,603 9.37 Vested ( 93,473 ) 8.02 Forfeited — — Outstanding as of December 31, 2025 128,603 $ 9.37 Equity-Based Compensation - Restricted Stock Units ("RSUs") The Company has granted RSUs to certain employees. Holders of RSUs have no voting rights and generally are not eligible to receive dividends or other distributions paid with respect to any RSUs that have not vested. When RSUs vest, the awards are generally settled in equity net of employee tax withholdings. Compensation expense equal to the grant date fair 106 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) value is recognized for these awards over the vesting period and is included in compensation and benefits in the Consolidated Statements of Operations. RSU compensation cost is estimated at the grant date based on the fair value of the award, which is based on one of the following methods: (1) the closing market price on the day of the grant, (2) the closing market price on the day prior to grant, or (3) a 30-day volume weighted average price ("VWAP") is recognized as expense ratably over the requisite service period of the awards. Most of the shares currently vest one year from the grant date excluding certain executive RSUs, the Hark, Bonaccord, Additional Bonaccord, and Executive Market Units, which are discussed in more detail below. The stock-based compensation expense for RSUs excluding the Hark, Bonaccord, Additional Bonaccord, Executive Transition, and Executive Market Units, which are discussed in more detail below, was $ 14.7 million , $ 9.6 million, and $ 17.1 million for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The total associated income tax benefit was $ 13.8 million, $ 8.8 million, and $ 16.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. Unrecognized stock-based compensation expense related to outstanding unvested RSUs as of December 31, 2025 was $ 6.7 million and is expected to be recognized over a weighted average period of 0.8 years. Any future forfeitures will impact this amount. At the time of the Bonaccord acquisition, the Company entered into a Notice of Restricted Stock Units with certain employees of Bonaccord for grants of Restricted Stock Units ("Bonaccord Units") to be allocated to employees at a later date for meeting certain performance metrics. On August 16, 2022, allocations were finalized pursuant to which an aggregate value of $ 17.5 million of units may vest at each future achievement of performance metrics . As of December 31, 2025 , certain performance metrics have been met and specific employees have earned and been paid $ 17.5 million in value of which $ 6.6 million was settled in shares and $ 10.9 million was settled in cash. With the vesting in full of the Bonaccord Units, the Company entered into a Cash Bonus and Restricted Stock Unit Agreement ("Bonus and Unit Agreement") with certain employees of Bonaccord for grants of additional RSUs ("Additional Bonaccord Units") and cash bonus with a total aggregate value of $ 17.5 million, equaling a maximum of 1,457,119 Additional Bonaccord Units. On May 12, 2025, $ 14.0 million was allocated to employees which included $ 2.1 million being settled as a cash bonus and 994,762 Additional Bonaccord Units valued at $ 11.9 million which would vest upon meeting certain performance metrics. As of December 31, 2025 , an additional 291,424 of the Additional Units remain unallocated. On May 12, 2025 the Company evaluated that all the Additional Bonaccord Units are probable to be earned. The Company evaluates when it is probable that the Additional Bonaccord Units will vest and applies the tranche method to determine the amount of expense to recognize during the period. Expense of $ 9.2 million, $ 4.9 million, and $ 5.6 million related to the Bonaccord Units and Additional Bonaccord Units has been recorded for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The associated income tax benefit was $ 6.1 million, $ 5.7 million, and $ 4.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. At the time of the Hark acquisition, the Company entered into a Notice of Restricted Stock Units with an employee, which grants Restricted Stock Units ("Hark Units") for meeting a certain performance metric. The Hark Units may not be transferred, s old, pledged, exchanged, assigned or otherwise encumbered or disposed of by any grantee until they have become vested. All Hark Units have vested and been issued. An expense of $ 0 , $ 0 and $ 0.3 million have been recorded for the years ended December 31, 2025, 2024, and 2023, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The associated income tax benefit was $ 0 , $ 0 , and $ 1.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. On October 23, 2023, the Company transitioned from our former co-CEOs to our current CEO ("Executive Transition"). The Company entered into an Executive Transition Agreement with a certain former executive, which granted Restricted Stock Units ("Executive Transition Units") for meeting a service requirement. The award had a stated value of $ 4.0 million and was issued in $ 1.0 million increments quarterly beginning on October 20, 2023 and at the start of each of the following three quarters. Each $ 1.0 million increment will vest one year following issuance. Attributes of this award include graded vesting and service conditions, therefore, the expense recognition of this award is recognized on straight-line basis over the requisite service period of the award in line with the policy election discussed in Note 2. A ll Executive Transition Units have vested and been issued as of December 31, 2024. For the years ended December 31, 2025, 2024, and 2023 , $ 0 , $ 3.5 million and $ 0.5 million, respectively, of stock compensation expense was recognized on the Consolidated Statements of Operations. The associated income tax benefit was $ 5.0 million for the year ended December 31, 2024 . There was no associated income tax benefit for the years ended December 31, 2025 and December 31, 2023. 107 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) At the time of Executive Transition, the Company entered into an Employment Agreement with a certain executive, which granted Restricted Stock Units ("Executive Market Units") for meeting a service requirement and achieving certain share price performance hurdles based on the thirty-day VWAP. The executive is entitled to receive RSUs upon the thirty day VWAP of the Company's common stock reaching certain per share prices at any time prior to the fifth anniversary of the start date. There are five price per share performance hurdles for the executive to meet with each hurdle achievement allowing for the issuance of $ 8.0 million of units, with the number of shares determined by dividing $ 8.0 million by the applicable stock price performance hurdle, for a total of up to $ 40.0 million of units or approximately 2 million shares. The Executive Market Units may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by any grantee until they have become vested. The RSUs shall vest ratably on the third, fourth, and fifth anniversaries of the executive's start date, provided that no such units shall vest earlier than the first anniversary of the applicable issuance date of such units. The fair value was determined using a Monte Carlo simulation as of the executive's start date of October 23, 2023, and was determined to be $ 10.8 million. As of December 31, 2025, none of the Executive Market Units have vested. For the years ended December 31, 2025, 2024, and 2023 , $ 2.7 million, $ 2.7 million and $ 0.5 million, respectively, of stock compensation was recognized on the Consolidated Statements of Operations. There was no associated income tax benefit for the years ended December 31, 2025, 2024, and 2023. The unrecognized expense associated with the Executive Market Units was $ 4.9 million as of December 31, 2025. The below table shows the assumptions used in the Monte Carlo simulation for the Executive Market Units' fair value. As of October 23, 2023 Expected life (in years) 5 Expected volatility 40.00 % Risk-free interest rate 4.81 % Expected dividend yield 1.42 % The below table excludes Executive Market Units that the market conditions have not been satisfied, and Bonaccord Units that were issued outside of the Plan, that had not vested and were recorded as a liability or vested and settled in cash. Number of Weighted-Average Grant RSUs Date Fair Value Per RSU Outstanding as of December 31, 2023 1,418,094 $ 9.15 Granted 1,445,758 8.89 Vested ( 1,437,764 ) 9.35 Forfeited ( 3,819 ) 9.30 Outstanding as of December 31, 2024 1,422,269 8.68 Outstanding as of December 31, 2024 1,422,269 $ 8.68 Granted 1,166,165 12.12 Vested ( 1,163,225 ) 8.99 Forfeited — — Outstanding as of December 31, 2025 1,425,209 $ 11.60 Note 17. E arnings (Loss) Per Share The Company presents basic EPS and diluted EPS for our common stock. Basic EPS excludes potential dilution and is computed by dividing net income/(loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if shares of common stock were issued pursuant to our stock-based compensation awards. For the years ended December 31, 2025 and December 31, 2024, diluted EPS also reflects the potential dilution that could occur assuming that all units in Ridgepost, LLC that were granted as a result of the WTI acquisition are converted to shares of Class A common stock. Because the impact of these items is generally anti-dilutive during periods of net loss, there is no difference between basic and diluted loss per common share for periods with net losses. 108 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) The Company has Class A and Class B shares outstanding, therefore follows the two-class method. However, the shares are entitled to the same amount of the Company's earnings therefore the earnings per share calculation for Class A and Class B shares will always be equivalent. The following table presents a reconciliation of the numerators and denominators used in the computation of basic and diluted EPS: For the Year Ended December 31, 2025 2024 2023 Numerator: Numerator for basic calculation—Net income/(loss) Numerator for basic calculation—Net income/(loss) attributable to Ridgepost $ 19,501 $ 18,700 $ ( 7,133 ) Adjustment for: Net income/(loss) attributable to noncontrolling interests in Ridgepost, LLC 1,113 967 ( 639 ) Numerator for earnings/(losses) per share Numerator for earnings/(losses) per share assuming dilution $ 20,614 $ 19,667 $ ( 7,772 ) Denominator: Denominator for basic calculation—Weighted- average shares outstanding, basic attributable to Ridgepost 110,394 112,549 116,104 Weighted shares assumed upon exercise of partnership units 3,917 3,917 - Weighted shares assumed upon exercise of stock options and vesting of restricted stock units 3,475 3,909 - Weighted shares assumed upon the termination of an acquisition equity holdback period 273 - - Denominator for earnings/(losses) per share assuming dilution 118,059 120,375 116,104 Earnings/(losses) per Class A share—basic $ 0.18 $ 0.17 $ ( 0.06 ) Earnings/(losses) per Class A share—diluted $ 0.17 $ 0.16 $ ( 0.06 ) Earnings/(losses) per Class B share—basic $ 0.18 $ 0.17 $ ( 0.06 ) Earnings/(losses) per Class B share—diluted $ 0.17 $ 0.16 $ ( 0.06 ) The computations of diluted earnings per share on a weighted average basis would exclude 8.0 million options for the year ended December 31, 2025 and 8.8 million shares of common stock for the year ended December 31, 2024 , respectively, because the options were anti-dilutive. If the Company was in a net income position, the computations of diluted earnings per share excluded options to purchase 7.0 million shares of common stock for the year ended December 31, 2023 . Note 18. Segment Reporting The accounting policies of the Company's single operating segment are the same as those described in the summary of significant accounting policies in Note 2. Customer Information No individual client constituted more than 10% of the Company's total revenues for the years ended December 31, 2025, 2024, and 2023 , respectively. Refer to Note 4 for further details provided on the Company's source of revenues. From time to time, a fund managed by the Company will constitute more than 10 % of the Company's total revenue due to catch-up fees, which are described in Note 2. Catch-up fees are non-recurring in nature and as such these funds do not represent a concentration risk for the Company's revenue. Geographic Information The primary geographic region in which the Company invests is in the United States and the majority of its revenues are generated in the United States. For the years ended December 31, 2025, 2024, and 2023, most of the Company's revenues 109 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) were generated in the United States. No i ndividual foreign country constituted more than 10 % of the Company's revenues for the years ended December 31, 2025, 2024, and 2023. The Company's long-lived assets consist of property and equipment, lease right-of-use assets, and finite-lived intangibles. As of December 31, 2025, 77 % of the Company's long-lived assets were in the United States and 23 % of the Company's long-lived assets were in Spain. As of December 31, 2024 , most of the Company's long-lived assets were in the United States. No individual foreign country constituted more than 10 % of the Company's long-lived assets as of December 31, 2024. Significant Segment Expense The following table presents information about reported segment revenue, segment profit or loss, and significant segment expenses for the years ended December 31, 2025, 2024, and 2023: For the Year Ended December 31, 2025 2024 2023 Total Revenues $ 297,346 $ 296,448 $ 241,734 Less: cash compensation and benefits, net of one-time expenses ( 107,174 ) ( 99,520 ) ( 88,471 ) Less: stock-based compensation ( 37,114 ) ( 30,451 ) ( 34,653 ) Less: management profit share (2) ( 4,102 ) ( 11,033 ) ( 2,058 ) Less: professional fees, net of one-time expenses ( 14,619 ) ( 13,408 ) ( 8,482 ) Less: general, administrative and other, net of one-time expenses ( 26,418 ) ( 21,354 ) ( 16,610 ) Less: placement agent expenses ( 6,386 ) ( 6,039 ) ( 3,422 ) Less: other segment items (1) ( 78,570 ) ( 94,976 ) ( 95,810 ) Net income/(loss) $ 22,963 $ 19,667 $( 7,772 ) (1) Other segment items included in net income/(loss) includes (i) contingent consideration expense, amortization of intangibles, strategic alliance expense, income tax expense, interest expense, net, as well as other loss , and (ii) one-time expenses excluded from the significant segment expenses. (2) Management profit share represents compensation expense attributable to variable compensation structures tied to the profitability of our business, paid to senior employees. The following table reconciles the components of cash compensation and benefits, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the years ended December 31, 2025, 2024, and 2023: For the year ended December 31, 2025 2024 2023 Compensation and benefits $ 143,632 $ 155,316 $ 154,286 Adjustments: Stock-based compensation ( 37,114 ) ( 30,451 ) ( 34,653 ) Management profit share (2) ( 4,102 ) ( 11,033 ) ( 2,058 ) One-time expenses (1) 4,758 ( 14,312 ) ( 29,104 ) Cash compensation and benefits, net of one-time expenses $ 107,174 $ 99,520 $ 88,471 (1) The adjustments for one-time expenses relate primarily to (i) restructuring of the management team including signing bonus and severance; and (ii) acquisition-related expenses which reflects the actual costs incurred during the period for the acquisition of new businesses, which primarily consists of bonuses paid to employees directly related to the acquisition of new businesses. 110 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) (2) Management profit share represents compensation expense attributable to variable compensation structures tied to the profitability of our business, paid to senior employees. The following table reconciles the components of professional fees, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the years ended December 31, 2025, 2024, and 2023: For the year ended December 31, 2025 2024 2023 Professional fees $ 25,545 $ 21,464 $ 12,668 Adjustments: One-time expenses (1) ( 10,926 ) ( 8,056 ) ( 4,186 ) Professional fees, net of one-time expenses $ 14,619 $ 13,408 $ 8,482 (1) The adjustments for one-time expenses relate primarily to (i) restructuring of the management team including placement/search fees; (ii) acquisition-related expenses which reflects the actual costs incurred during the period for the acquisition of new businesses, which primarily consists of fees for professional services including legal, accounting, and advisory related to the acquisition; (iii) the cost of financing our business and (iv) one-time advisory services related to technical accounting matters. The following table reconciles the components of general, administrative and other, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the years ended December 31, 2025, 2024, and 2023: For the year ended December 31, 2025 2024 2023 General, administrative and other $ 35,149 $ 28,780 $ 22,584 Adjustments: Placement agent expenses ( 6,386 ) ( 6,039 ) ( 3,422 ) One-time expenses (1) ( 2,345 ) ( 1,387 ) ( 2,552 ) General, administrative and other, net of one-time expenses $ 26,418 $ 21,354 $ 16,610 (1) The adjustments for one-time expenses relate primarily to (i) expenses that typically do not require us to pay them in cash in the current period (such as depreciation and amortization); (ii) the cost of financing our business; and (iii) acquisition-related expenses which reflects the actual costs incurred during the period for the acquisition of new businesses. Other Segment Information Interest expense is reported on the Consolidated Statements of Operations as interest expense, net. Interest income is reported on the Consolidated Statements of Operations within other loss and was $ 1.3 million and $ 1.3 million for the years ended December 31, 2025 and December 31, 2024 , respectively. Interest income was insignificant for the years ended December 31, 2023. Note 19. Subsequent Events The Board of Directors of the Company has declared a quarterly cash dividend of $ 0.0375 per share of Class A and Class B common stock, payable on Marc h 20, 2 026 , to the holders of record as of the close of business on February 27, 2026 . In February 2026, the Company granted to employees 2,829,713 restricted stock units under the 2021 Incentive Pla n. The vesting conditions of the RSUs generally follow either (1) 25 % a year starting with the second anniversary of the date of grant or (2) vest on the first anniversary of the date of grant. 111 Ridgepost Capital, Inc. Notes to Consolidated Financial Statements (dollar amounts in tables stated in thousands, except per share amounts) On February 4, 2026 , Ridgepost Capital, LLC, a subsidiary of the Company, entered into an interest purchase agreement to acquire Stellus Capital Management, LLC ("Stellus"), a U.S. direct lender specializing in senior secured loans in the lower-middle market, for an initial purchase price of $ 250 million. The consideration payable to complete the transaction consists of $ 125 million in cash and 11,770,245 units of Ridgepost Capital, LLC which can be exchanged into Ridgepost common stock, following restrictive periods. Additionally, up to $ 60 million in earnout consideration may be payable based on fee-related revenue in 2027 and 2029. In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after December 31, 2025 , the Consolidated Balance Sheets date, through the date the consolidated financial statements were issued, and determined there have been no additional events or transactions that would materially impact the consolidated financial statements. 112 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Not applicable.