Item 1. Financial Statements
Item 1. Financial Statements
Ridgepost Capital, Inc.
Consolidated Balance Sheets
(in thousands, except share amounts)
As of
As of
March 31,
December 31,
2026
2025
(Unaudited)
ASSETS
Cash and cash equivalents
$
29,029
$
28,152
Restricted cash
909
734
Accounts receivable
25,353
26,955
Notes receivable
7,216
7,205
Due from related parties
98,891
99,989
Investment in unconsolidated subsidiaries
1,434
1,403
Prepaid expenses and other assets
15,363
19,474
Property and equipment, net
10,119
10,170
Right-of-use assets
22,440
23,374
Derivative assets
219
74
Contingent payments to customers
16,380
18,153
Deferred tax assets, net
23,694
26,373
Intangibles, net
101,081
107,268
Goodwill
557,606
558,978
Total assets
$
909,734
$
928,302
LIABILITIES AND EQUITY
LIABILITIES:
Accounts payable and accrued expenses
$
25,827
$
26,235
Accrued compensation and benefits
9,878
20,470
Due to related parties
1,250
3,685
Other liabilities
428
253
Contingent consideration
11,181
15,599
Accrued contingent liabilities
28,455
30,097
Deferred revenues
17,958
17,726
Lease liabilities
29,059
29,681
Deferred tax liabilities, net
7,376
7,893
Debt obligations
375,009
373,204
Total liabilities
506,421
524,843
COMMITMENTS AND CONTINGENCIES (NOTE 14)
EQUITY:
Class A common stock, $ 0.001 par value; 510,000,000 shares authorized; 91,622,754 issued and 78,213,165 outstanding as of March 31, 2026, and 90,514,372 issued and 77,806,222 outstanding as of December 31, 2025, respectively
78
78
Class B common stock, $ 0.001 par value; 180,000,000 shares authorized; 31,386,874 shares issued and 31,263,423 shares outstanding as of March 31, 2026, and 31,920,688 shares issued and 31,797,237 shares outstanding as of December 31, 2025, respectively
31
32
Treasury stock
( 130,129
)
( 124,125
)
Additional paid-in-capital
664,751
665,847
Accumulated deficit
( 186,320
)
( 194,811
)
Accumulated other comprehensive income
2,829
4,342
Noncontrolling interests
52,073
52,096
Total equity
403,313
403,459
TOTAL LIABILITIES AND EQUITY
$
909,734
$
928,302
The Notes to Consolidated Financial Statements are an integral part of these statements.
1
Ridgepost Capital, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands except per share amounts)
For the Three Months
Ended March 31,
2026
2025
REVENUES
Management and advisory fees
$
73,609
$
66,735
Other revenue
1,415
932
Total revenues
75,024
67,667
OPERATING EXPENSES
Compensation and benefits
38,486
37,080
Professional fees
5,822
6,515
General, administrative and other
9,681
6,825
Remeasurement of contingent consideration
( 4,016
)
—
Amortization of intangibles
5,409
5,318
Strategic alliance expense
—
703
Total operating expenses
55,382
56,441
INCOME FROM OPERATIONS
19,642
11,226
OTHER (EXPENSE)/INCOME
Interest expense, net
( 6,402
)
( 6,417
)
Other gains
471
152
Total other (expense)
( 5,931
)
( 6,265
)
Income before income taxes
13,711
4,961
Income tax expense
( 4,022
)
( 265
)
NET INCOME
$
9,689
$
4,696
Less: net income attributable to noncontrolling interests
( 1,198
)
( 174
)
NET INCOME ATTRIBUTABLE TO RIDGEPOST
$
8,491
$
4,522
Earnings per share
Basic earnings per share
$
0.08
$
0.04
Diluted earnings per share
$
0.08
$
0.04
Weighted average shares outstanding, basic
109,519
110,907
Weighted average shares outstanding, diluted
117,303
119,352
The Notes to Consolidated Financial Statements are an integral part of these statements.
2
Ridgepost Capital, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)
For the Three Months
Ended March 31,
2026
2025
NET INCOME
$
9,689
$
4,696
Other comprehensive income, net of tax
Foreign currency translation
( 1,740
)
—
Derivative fair value remeasurement, net of tax
173
—
Total other comprehensive loss, net of tax
$
( 1,567
)
$
—
COMPREHENSIVE INCOME
$
8,122
$
4,696
Less:
Comprehensive income attributable to noncontrolling interests
( 1,144
)
-
NET COMPREHENSIVE INCOME ATTRIBUTABLE TO RIDGEPOST
$
6,978
$
4,696
The Notes to Consolidated Financial Statements are an integral part of these statements.
3
Ridgepost Capital, Inc.
Consolidated Statements of Changes in Equity (Unaudited)
(in thousands)
Accumulated
Additional
Other
Non-
Common Stock - Class A
Common Stock - Class B
Treasury stock
Paid-in-
Comprehensive
Accumulated
Controlling
Total
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Income
Deficit
Interest
Equity
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
Net income
—
—
—
—
—
—
—
—
8,491
1,198
9,689
Other comprehensive Income
—
—
—
—
—
—
—
( 1,513
)
—
( 54
)
( 1,567
)
Stock-based compensation
—
—
—
—
—
—
8,806
—
—
—
8,806
Cash settlement for Additional Bonaccord Units
—
—
—
—
—
—
( 2,807
)
—
—
—
( 2,807
)
Issuance of restricted stock units
822
1
—
—
—
—
—
—
—
—
1
Exchange of Class B common stock for Class A common stock
534
1
( 534
)
( 1
)
—
—
—
—
—
—
—
Exercise of stock options
242
—
—
—
—
—
—
—
—
—
—
Repurchase of common stock for employee tax withholding and strike price
( 490
)
( 1
)
—
—
—
—
( 2,957
)
—
—
—
( 2,958
)
Stock repurchase
( 701
)
( 1
)
—
—
701
( 6,004
)
—
—
—
—
( 6,005
)
Accrual for excise tax associated with stock repurchases
—
—
—
—
—
—
( 33
)
—
—
—
( 33
)
Distributions to non-controlling interests, net
—
—
—
—
—
—
—
—
—
( 1,167
)
( 1,167
)
Dividends declared
—
—
—
—
—
—
( 4
)
—
—
—
( 4
)
Dividends paid per share $ 0.04
—
—
—
—
—
—
( 4,101
)
—
—
—
( 4,101
)
Balance at March 31, 2026
78,213
$
78
31,263
$
31
13,533
$
( 130,129
)
$
664,751
$
2,829
$
( 186,320
)
$
52,073
$
403,313
The Notes to Consolidated Financial Statements are an integral part of these statements.
4
Ridgepost Capital, Inc.
Consolidated Statements of Changes in Equity (Unaudited)
(in thousands)
Accumulated
Additional
Other
Non-
Common Stock - Class A
Common Stock - Class B
Treasury stock
Paid-in-
Comprehensive
Accumulated
Controlling
Total
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Income
Deficit
Interest
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
—
—
—
—
—
—
—
—
4,522
174
4,696
Stock-based compensation
—
—
—
—
—
—
6,565
—
—
—
6,565
Issuance of restricted stock units
720
1
—
—
—
—
—
—
—
—
1
Exchange of Class B common stock for Class A common stock
8,839
8
( 8,839
)
( 8
)
—
—
—
—
—
—
—
Exercise of stock options
248
—
—
—
—
—
—
—
—
—
—
Repurchase of common stock for employee tax withholding and strike price
( 391
)
—
—
—
—
—
( 4,693
)
—
—
—
( 4,693
)
Stock repurchase
( 1,215
)
( 1
)
—
—
1,215
( 14,970
)
—
—
—
—
( 14,971
)
Accrual for excise tax associated with stock repurchases
—
—
—
—
—
—
( 224
)
—
—
—
( 224
)
Distributions to non-controlling interests, net
—
—
—
—
—
—
—
—
—
( 138
)
( 138
)
Dividends declared
—
—
—
—
—
—
( 3
)
—
—
—
( 3
)
Dividends paid per share $ 0.04
—
—
—
—
—
—
( 3,868
)
—
—
—
( 3,868
)
Balance at March 31, 2025
75,816
$
76
34,622
$
35
9,698
$
( 91,618
)
$
635,625
$
—
$
( 209,790
)
$
39,927
$
374,255
The Notes to Consolidated Financial Statements are an integral part of these statements.
5
Ridgepost Capital, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
For the Three Months
Ended March 31,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
9,689
$
4,696
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation
8,845
6,565
Depreciation expense
494
372
Amortization of intangibles
5,409
5,318
Amortization of debt issuance costs and debt discount
368
368
(Income)/loss from unconsolidated subsidiaries
( 33
)
40
Deferred tax expense
2,462
76
Remeasurement of contra-revenue put option
( 195
)
240
Amortization of contingent payment to customers
326
105
Remeasurement of contingent consideration
( 4,016
)
—
Change in operating assets and liabilities:
Accounts receivable
1,578
10,032
Due from related parties
1,098
( 5,068
)
Prepaid expenses and other assets
4,111
( 6,678
)
Right-of-use assets
933
686
Accounts payable and accrued expenses
( 558
)
( 2,432
)
Accrued compensation and benefits
( 10,635
)
( 15,403
)
Due to related parties
( 2,435
)
( 2,952
)
Other liabilities
175
354
Derivative assets
( 145
)
—
Contingent consideration
—
( 2,214
)
Deferred revenues
232
550
Lease liabilities
( 621
)
616
Net cash provided by (used in) operating activities
17,082
( 4,729
)
CASH FLOWS USED IN INVESTING ACTIVITIES
Funding of notes receivable
( 380
)
( 39
)
Proceeds from notes receivable
369
91
Investments in unconsolidated subsidiaries
—
( 3
)
Distributions from investments in unconsolidated subsidiaries
2
84
Software capitalization
( 85
)
( 125
)
Purchases of property and equipment
( 358
)
( 1,276
)
Net cash used in investing activities
( 452
)
( 1,268
)
CASH FLOWS USED IN FINANCING ACTIVITIES
Borrowings on debt obligations
15,000
37,000
Repayments on debt obligations
( 13,563
)
—
Cash settlement for Additional Bonaccord Units
( 2,807
)
—
Repurchase of Class A common stock
( 6,005
)
( 14,971
)
Repurchase of Class A common stock for employee tax withholding
( 2,958
)
( 4,693
)
Dividends paid
( 4,101
)
( 3,868
)
Distributions to non-controlling interests
( 1,161
)
( 175
)
Net cash (used in) provided by financing activities
( 15,595
)
13,293
Effect of foreign currency exchange rate changes on cash and cash equivalents
17
—
Net change in cash, cash equivalents and restricted cash
1,052
7,296
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning
of period
28,886
68,115
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of
period
$
29,938
$
75,411
The Notes to Consolidated Financial Statements are an integral part of these statements.
6
Ridgepost Capital, Inc.
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
For the Three Months
Ended March 31,
2026
2025
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest
$
6,093
$
6,696
Net cash paid for income taxes
$
659
$
570
NON-CASH INVESTING AND FINANCING ACTIVITIES
Additions to right-of-use assets
$
—
$
4,395
Additions to lease liabilities
—
4,395
RECONCILIATION OF CASH, CASH EQUIVALENTS AND
RESTRICTED CASH
Cash and cash equivalents
$
29,029
$
74,393
Restricted cash
909
1,018
Total cash, cash equivalents and restricted cash
$
29,938
$
75,411
The Notes to Consolidated Financial Statements are an integral part of these statements.
7
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Note 1. Description of Business
Description of Business
On February 11, 2026, 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. ("P10 Holdings") to Ridgepost Capital Holdings, Inc. ("Ridgepost Holdings")
• P10 Intermediate Holdings, LLC ("P10 Intermediate") 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 restructuring. In connection with the reorganization, Ridgepost, Inc., formerly P10, Inc., became the parent company of all of the existing equity of Ridgepost Holdings, and its consolidated subsidiaries. The offering and reorganization included a reverse stock split of Ridgepost 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.
Ridgepost, Inc. and its consolidated subsidiaries (the “Company” or "Ridgepost") operate 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 supports 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 Holdco, Five Points Capital, Inc. (“Five Points”), TrueBridge Capital Partners, LLC (“TrueBridge”), Enhanced Capital Group, LLC (“ECG”), Bonaccord Capital Advisors, LLC ("Bonaccord"), Hark Capital Advisors, LLC ("Hark"), Ridgepost Advisors, Western Technology Investment Advisors LLC ("WTI"), and Qualitas Equity Funds SGEIC, S.A. ("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 Advisors 2, LLC ("RCP 2") and entered into a purchase agreement to acquire RCP Advisors 3, LLC ("RCP 3", and collectively with RCP 2, "RCP") 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
8
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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.
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 in 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 its 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 for 3,916,666 shares of Ridgepost Class A common stock. As of March 31, 2026 , 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. The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year ended December 31, 2026 .
9
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, 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”), the Company 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 March 31, 2026, and December 31, 2025 , $ 2.1 million and $ 1.3 million, 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 March 31, 2026, and December 31, 2025, cash equivalents include money market funds of $ 18.7 million and $ 16.1 million, respectively, which approximate 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' creditworthiness 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.
10
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Restricted Cash
Restricted cash as of March 31, 2026 and December 31, 2025 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 March 31, 2026 and December 31, 2025 . 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 March 31, 2026 and December 31, 2025, respectively, there is $ 9.3 million and $ 12.8 million within prepaid expenses and other assets on the Consolidated Balance Sheets associated with allocable state tax credit purchases.
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
11
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
accounts for its investment in ECP, Enhanced PC, and 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 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.
12
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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 contingent payments to customers as assets and accrued contingent liabilities 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 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 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 is exercised and the related party does not have the means to settle themselves. The Company's accrued contingent liabilities are recognized once it is determined that it is probable the Company would need to settle as guarantor and the amount is estimable and the Company would record a loss at the same time. The Company will reassess at each reporting period. Refer to Note 14 f or 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 March 31, 2026, goodwill recorded on our Consolidated Balance Sheets relates to prior acquisitions. As of March 31, 2026, 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).
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 March 31, 2026 and December 31, 2025 , the contingent consideration on the Consolidated Balance Sheets is related to the acquisition of Qualitas.
13
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Accrued Compensation and Benefits
Accrued compensation and benefits consists of employee salaries, bonuses, management profit shares, benefits, severance, and acquisition-related earnouts, which are classified as compensation and benefits due to the earnouts being contingent on employment, that have 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 are 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 attributable to holders of non-controlling interests. 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 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 March 31, 2026 and December 31, 2025, 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.
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.
14
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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 at 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 fo r 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 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 variable amounts that are susceptible to factors outside our control. Fees are recognized for services provided during the period, which are distinct from services provided in other periods. In
15
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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. When determining the transaction price, variable consideration may be included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.
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.
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 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.
16
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Earnings Per Share
Basic earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares. Diluted EPS includes the determinants of basic EPS and common stock equivalents outstanding during the period adjusted to give effect to potentially dilutive securities, if the Company is in a net income position. 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 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, S egment Reporting , operating segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which discrete financial information is available and is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. 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 allocate resources based on consolidated net income that also is reported on the Consolidated Statements of Operations as net income. 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 allocating capital and personnel.
17
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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. For business combinations that are effected primarily by exchanging equity interests in which VIEs are acquired, the Company determines the acquirer in the transaction through considering the following factors: the acquirer is usually (i) the entity issued equity interests, (ii) the entity that is relatively larger, and (iii) if the combination involves more than two entities, then the entity initiating the combination.
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, 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 in our annual report on Form 10-K for the year ended December 31, 2025.
Effective January 1, 2026, the Company adopted 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. The adoption of ASU 2025-03 did not have a material impact on the Company's consolidated financial statements.
18
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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 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.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements ("ASU 2025-12"), which clarifies, corrects, or improves codification around several aspects of accounting guidance. ASU 2025-12 is effective for our fiscal year beginning on January 1, 2027. The Company does not anticipate the effects of these amendments to have a material impact on our financial reporting.
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.
19
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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 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.
20
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Note 4. Revenue
The following presents revenues disaggregated by nature:
For the Three Months
Ended March 31,
2026
2025
Management fees
$
71,965
$
65,237
Advisory fees
1,644
1,498
Subscriptions
168
159
Other revenue
1,247
773
Total revenues
$
75,024
$
67,667
Contract Liabilities
Our contract liabilities represent deferred revenue. We record contract liabilities when cash payments are received in advance of our performance. We recognized $ 16.3 million of revenue for the three months ended March 31, 2026 that was included in the contract liabilities balance as of December 31, 2025 .
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 three months ended March 31, 2026 and 2025, the strategic alliance expense reported was $ 0 and $ 0.7 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.
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. For the three months ended March 31, 2026 and 2025, the portion of income or loss to the third party equity holder was $ 0.7 million and $ 0 , respectively. 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. For the three months ended March 31, 2026 and 2025, the distributions to the third party was $ 1.0 million and $ 1.5 million, respectively.
The same third party also has the option to purchase equity in Bonaccord under similar terms for Bonaccord Fund III ("Fund III"), except for every $ 5 million committed, up to a maximum of $ 250.0 million in irrevocable capital commitments to Fund III, the third party can purchase 9.8 basis points, up to a maximum of 4.9 %. This maximum commitment has been met as of 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
21
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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 March 31, 2026, 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 13 th in arrears , with any unpaid accrued interest being capitalized and added to the outstanding principal balance. As of March 31, 2026, 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 March 31, 2026 , the balance outstanding is $ 0.9 million, which includes unpaid accrued interest added to the outstanding principal balance.
As of March 31, 2026 and December 31, 2025, the total notes receivable balance associated with these notes was $ 7.2 million and $ 7.2 million, respectively. The Company recognized interest income associated with these notes of $ 0.1 million and $ 0.1 million for the three months ended March 31, 2026 and 2025 , respectively.
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 $ 634.1 million and $ 644.3 million as of March 31, 2026 and December 31, 2025, respectively. The liabilities of the consolidated VIEs totaled $ 496.8 million and $ 511.5 million a s of March 31, 2026 and December 31, 2025, 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.
22
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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 investments in Enhanced Capital Partners and Enhanced PC are recorded at zero . The Company, therefore, suspended the use of the equity method of accounting because the Company has no guaranteed obligations or commitments to provide financial support to the investee.
As of March 31, 2026, 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, 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.
Note 9. Property and Equipment
Property and equipment consist of the following:
As of March 31,
As of December 31,
2026
2025
Computers and purchased software
$
2,265
$
2,197
Capitalized software
834
750
Furniture and fixtures
3,490
3,372
Leasehold improvements
9,257
9,124
15,846
15,443
Less: accumulated depreciation
( 5,727
)
( 5,273
)
Total property and equipment, net
$
10,119
$
10,170
Note 10. Goodwill and Intangibles
Changes in goodwill for the three months ended March 31, 2026 are as follows:
Balance at December 31, 2025
$
558,978
Increase from acquisitions
-
Change related to foreign currency translations
( 1,372
)
Balance at March 31, 2026
$
557,606
23
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Intangibles consist of the following as of March 31, 2026:
Investor and Intermediary Relationships
Management and Advisory Contracts
Technology
Trade Names
Total
Gross Carrying Amount
Indefinite-lived intangible assets:
Balance as of December 31, 2025
$
—
$
—
$
30
$
17,375
$
17,405
Impact of exchange rate movements
—
—
—
—
—
Balance as of March 31, 2026
$
—
$
—
$
30
$
17,375
$
17,405
Finite-lived intangible assets
Balance as of December 31, 2025
$
10,478
$
216,211
$
793
$
29,181
$
256,663
Impact of exchange rate movements
( 271
)
( 558
)
( 16
)
( 24
)
( 869
)
Balance as of March 31, 2026
$
10,207
$
215,653
$
777
$
29,157
$
255,794
Accumulated Amortization
Balance as of December 31, 2025
$
( 204
)
$
( 155,462
)
$
( 252
)
$
( 10,882
)
$
( 166,800
)
Amortization expense
( 215
)
( 4,447
)
( 49
)
( 698
)
( 5,409
)
Impact of exchange rate movements
9
79
3
—
91
Balance as of March 31, 2026
$
( 410
)
$
( 159,830
)
$
( 298
)
$
( 11,580
)
$
( 172,118
)
Total intangible assets, net balance as of March 31, 2026
$
9,797
$
55,823
$
509
$
34,952
$
101,081
Intangibles consist of the following as of March 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
Impact of exchange rate movements
—
—
—
—
—
Balance as of March 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
Adjustment for fully amortized intangibles
—
—
( 2,200
)
—
( 2,200
)
Balance as of March 31, 2025
$
—
$
194,666
$
186
$
28,240
$
223,092
Accumulated Amortization
Balance as of December 31, 2024
$
—
$
( 134,494
)
$
( 2,292
)
$
( 8,322
)
$
( 145,108
)
Amortization expense
—
( 4,670
)
( 12
)
( 636
)
( 5,318
)
Adjustment for fully amortized intangibles
—
—
2,200
—
2,200
Balance as of March 31, 2025
$
—
$
( 139,164
)
$
( 104
)
$
( 8,958
)
$
( 148,226
)
Total intangible assets, net balance as of March 31, 2025
$
—
$
55,502
$
112
$
36,657
$
92,271
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:
24
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
2026
$
16,148
2027
18,286
2028
14,467
2029
11,559
2030
8,732
Thereafter
14,487
Total amortization
$
83,679
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 March 31, 2026
As of December 31, 2025
Carrying Value
Fair Value
Carrying Value
Fair Value
Fair Value Level
Reference
Assets
Due from related party - Advisory Agreements
$
86,899
$
59,964
$
83,900
$
55,455
3
Note 13
Liabilities
Debt Obligations
$
375,009
$
375,009
$
373,204
$
373,204
2
Note 12
Financial Instruments recognized at Fair Value
Earnouts associated with the acquisition of Qualitas
On April 4, 2025, included in total consideration of the Qualitas acquisition was an earnout payment not to exceed € 31.7 million. The amount ultimately owed to the sellers is based on the run-rate net revenue as of December 31, 2027 from newly launched Qualitas funds post-acquisition. Any earnout payment will be paid no later than December 31, 2028 in a mix of cash and Class A common stock at the sellers' election, with no more than 65 % payable in cash. As of March 31, 2026 , no earnout payment has been earned or paid. The determined risk adjusted discount rate for the contingent consideration of 11.0 % and 13.5 % were the significant unobservable inputs as of March 31, 2026 and December 31, 2025, respectively. Total remeasurement gain recognized for the three months ended March 31, 2026 and 2025 was $ 4.0 million and $ 0 , respectively, which was included in contingent consideration gain 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, net of tax, and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized. Any changes in fair value of hedges that are determined to be ineffective are immediately reclassified from accumulated other comprehensive income into earnings. For the three months ended March 31, 2026 and 2025 , the Company recorded an unrealized gain on interest rate derivatives, net of tax for $ 0.2 million and $ 0 , respectively, which is included in other comprehensive income. The Company estimates that an insignificant amount currently recorded in accumulated other comprehensive income will be recognized in earnings over the next 12 months.
When derivatives are used, the Company is exposed to credit loss in the event of non-performance by the counterparties; non-performance risk is incorporated into the valuation of the hedges, but non-performance by any of our derivative counterparties is not anticipated. ASC 815 requires companies to recognize all derivative instruments as either
25
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, 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 three months ended March 31, 2026. 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 March 31, 2026:
As of March 31, 2026
Level I
Level II
Level III
Total
Assets
Derivative assets
$
-
$
219
$
-
$
219
Total assets
$
-
$
219
$
-
$
219
Liabilities
Contingent consideration obligation
$
-
$
-
$
11,181
$
11,181
Total liabilities
$
-
$
-
$
11,181
$
11,181
For the liabilities and assets presented in the table above, there were no changes in fair value hierarchy levels during the three months ended March 31, 2026.
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
The changes in the fair value of Level III financial instruments are set forth below:
Contingent Consideration Liability
For the Three Months Ended March 31,
2026
2025
Balance, beginning of year:
$
15,599
$
-
Additions
-
-
Change in fair value
( 4,016
)
-
Impact of exchange rate movements
( 402
)
-
Balance, end of period:
$
11,181
$
-
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 relates 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.
26
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Note 12. Debt Obligations
Debt obligations consist of the following:
As of
As of
March 31,
December 31,
2026
2025
Revolver facility
$
61,500
$
56,000
Debt issuance costs
( 2,158
)
( 2,386
)
Revolver facility, net
$
59,342
$
53,614
Term loan
$
316,875
$
320,938
Debt issuance costs
( 1,208
)
( 1,348
)
Term loan, net
$
315,667
$
319,590
Total debt obligations, net
$
375,009
$
373,204
The principal balance consists of the following tranches:
As of March 31, 2026
Principal Amount
Base Rate
SOFR Rate
Rate Expiration Date
Term Loan
316,875
2.60
%
3.80
%
5/5/2026
Revolver - Tranche 1
12,500
2.60
%
3.67
%
5/28/2026
Revolver - Tranche 2
24,000
2.60
%
3.67
%
4/23/2026
Revolver - Tranche 3
10,000
2.60
%
3.65
%
5/19/2026
Revolver - Tranche 4
8,000
2.60
%
3.65
%
5/17/2026
Revolver - Tranche 5
7,000
2.60
%
3.68
%
4/17/2026
Total
378,375
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, which are a revolving credit facility with an available balance of $ 125 million (the "Revolver Facility") and 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, which was exercised in October 2022. 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 % on the term loan 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.
27
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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 March 31, 2026, Ridgepost was in compliance with its financial and other covenants required under the facility. For both the three months ended March 31, 2026 and 2025, $ 6.0 million of interest expense was incurred.
Debt Payable
Future principal maturities of debt as of March 31, 2026 are as follows:
2026
$
12,188
2027
16,250
2028
349,937
378,375
Note 13. Related Party Transactions
As described in Note 1, through its subsidiaries, the Company serves as the investment manager to the Funds. Certain expenses incurred by the Funds are paid upfront and are reimbursed from the Funds as permissible per fund agreements. As of March 31, 2026, the total accounts receivable from the Funds totaled $ 33.7 million , of which $ 23.9 million related to fees earned but not yet received and $ 9.8 million related to reimbursable expenses. 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. Fees earned but not yet received and r eimbursable expenses are included in accounts receivable and due from related parties 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 March 31, 2026 , certain of the Company's contracts with Enhanced PC contained a significant financing component, as a result of the Company's expectation that the period between services being provided and cash collection will exceed one year. Interest income related to the identified significant financing component was $ 0.1 million and $ 39 thousand for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the total contractual advisory fees are $ 119.6 million over eleven years inclusive of new projects added since inception. These agreements are subject to customary termination provisions. Since inception, $ 96.8 million of the total $ 119.6 million advisory fees have been recognized as revenue. There was $ 22.8 million in remaining performance obligations related to these agreements, which will be recognized between April 1, 2026 and April 30, 2032. For the three months ended March 31, 2026 and March 31, 2025, advisory fees earned or recognized under this agreement were $ 2.9 million and $ 3.4 million, respectively, and is reported in management and advisory fees on the Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, the associated receivable was $ 83.0 million and $ 80.0 million, respectively, and is included in due from related parties on the Consolidated Balance Sheets. The Company invoices Enhanced PC quarterly in arrears and earns interest on balances not paid within 30 days. Revenues from interest on outstanding balances were $ 0 and $ 0.3 million for the three months ended March 31, 2026 and March 31, 2025, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025 , the associated interest receivable was $ 4.0 million and $ 3.9 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 of their employees to provide services at the direction of ECG. The Company recognized $ 2.7 million and $ 2.5 million for
28
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
the three months ended March 31, 2026 and March 31, 2025, respectively, related to this agreement within compensation and benefits in our Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, the associated accrual was $ 0.6 million and $ 3.7 million, respectively, and is included in due to related parties on the Consolidated Balance Sheets.
On December 23, 2024, 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. 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 Advance Agreements and Secured Promissory Notes with BCP, an entity that was formed by employees of the Company, and certain Bonaccord employees. For details, see Note 6.
Note 14. Commitments and Contingencies
Operating Leases
The Company leases office space and various equipment under non-cancelable operating leases, with the longest lease expiring in 2036. These lease agreements provide various renewal options. Rent expense for the various leased office space and equipment was approximately $ 1.4 million and $ 1.3 million for the three months ended March 31, 2026 and March 31, 2025, respectively, which was included in general, administrative, and other expenses on the Consolidated Statements of Operations.
The Company leases an insignificant amount of office equipment under non-cancelable 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 are included in general, administrative and other in the Consolidated Statements of Operations.
The following table presents information regarding the Company’s operating leases as of March 31, 2026:
Operating lease right-of-use assets
$
22,292
Operating lease liabilities
$
28,933
Net cash paid during the three months ended March 31, 2026 for operating lease liabilities
$
1,170
Weighted-average remaining lease term (in years)
6.26
Weighted-average discount rate
6.08
%
The future contractual lease payments as of March 31, 2026 are as follows:
2026
$
4,205
2027
5,591
2028
5,194
2029
5,775
2030
5,431
Thereafter
9,050
Total undiscounted lease payments
35,246
Less imputed interest
( 6,313
)
Total operating lease liabilities
$
28,933
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 EBITDA, $ 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
29
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
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 earnout hurdle is probable of occurring and recognize an expense over the period the hurdle is expected to be achieved. As of March 31, 2026 and December 31, 2025, the first hurdle has been achieved; however the Company does not expect the second or third EBITDA hurdles to be achieved. For the three months ended March 31, 2026 and March 31, 2025 , $ 0 and $ 3.0 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. As of March 31, 2026 and December 31, 2025, there was no remaining liability related to the WTI earnout.
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 March 31, 2026 and December 31, 2025, the Company does not expect the trailing-twelve month EBITDA target to be met. For the three months ended March 31, 2026 and March 31, 2025 , the Company recognized $ 0 and $ 0.5 million of expense, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, there was no remaining liability related to the WTI bonus.
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 extended their rights to sell back their revenues during 2025. The remaining Third Parties extended their participations and their options to sell back their revenues, which are not exercisable until July 1, 2029. 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 March 31, 2026, the Company has determined that the put options are probable of being exercised and have accrued estimated contingent liabilities and contingent payments to customers. As of March 31, 2026 and December 31, 2025, the associated liabilities were $ 19.0 million and $ 20.4 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets. The associated contingent payments to customers assets were $ 16.4 million and $ 18.2 million as of March 31, 2026 and December 31, 2025, respectively. The Company recognized $ 0.3 million and $ 0.1 million of amortization of contingent payments to customers for the three months ended March 31, 2026 and March 31, 2025, 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 Third Parties and terms. The Company would be required to settle either the put or call option if either is 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. As of March 31, 2026 and December 31, 2025 , the associated liabilities were $ 9.5 million and $ 9.7 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets. There was $ 0.2 million reversal of expense and $ 0.3 million expense recognized for the three months ended March 31, 2026 and March 31, 2025, respectively, which was included in other income on the Consolidated Statements of Operations. The Company will reassess each period and recognize changes when necessary.
30
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Purchase Agreement
On February 4, 2026 , Ridgepost, LLC, a subsidiary of the Company (the "Buyer"), entered into an interest purchase agreement (the "Purchase Agreement") with certain entities affiliated with Stellus Capital Management, LLC ("Stellus"), a U.S. direct lender specializing in senior loans in the lower-middle market, and certain direct and indirect equityholders of Stellus, pursuant to which, subject to the satisfaction or waiver of specified conditions, Buyer would acquire all of the issued and outstanding equity interests of Stellus (the "Transaction").
The consideration payable at the closing of the Transaction, subject to certain customary closing adjustments, consists of $ 125.0 million in cash and 11,770,245 units of Ridgepost, LLC ("Units"), which can be exchanged into Ridgepost Class A Common Stock on a one-for-one basis, subject to certain conditions, and will be subject to a restrictive period during which the holder cannot offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose thereof, directly or indirectly. The restricted period terminates as follows: (i) with respect to one-third of the Class A Common Stock held by such stockholder, on the first anniversary of the closing of the Transaction; (ii) with respect to two-thirds of the Class A Common Stock held by such stockholder, on the second anniversary of the closing of the Transaction; and (iii) with respect to all of the Class A Common Stock held by such stockholder, on the third anniversary of the closing of the Transaction. The Sellers will also have certain registration rights as members of the Buyer.
In addition, subject to certain conditions, up to an additional $ 60 million in earnout consideration (an "Earnout Payment") may be payable based on fee-related revenue in 2027 and 2029. Any Earnout Payment shall be paid in Units, subject to potential reduction in accordance with the terms of the Purchase Agreement, provided that, at the Sellers' option, up to 50 % of any Earnout Payment (or a greater percentage in the event of any potential reduction of the number payable in Units) shall be paid in cash in U.S. dollars. The number of Units to be issued pursuant to the preceding sentence will be calculated based on the daily volume weighted averages of the Class A Common Stock for the 20 consecutive trading days ending three days prior to the applicable Earnout Payment. Similar to Units comprising the closing consideration, any Units received as an Earnout Payment may be converted into shares of Class A Common Stock on a one-for-one basis pursuant to the Exchange Agreement, which such Class A Common Stock beneficially held by the Sellers will be subject to an 18-month lock-up (and the other restrictions described above), with one-third of such Class A Common Stock being released from lock-up every six-month period following the issuance. The Earnout Payment is subject to acceleration in certain limited circumstances set forth in the Purchase Agreement.
The Company expects to finance the upfront cash consideration and the Transaction with cash on hand and its existing credit facility. The Transaction is expected to close in mid-2026, subject to customary closing conditions.
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 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.
Note 15. Income Taxes
The Company calculates its tax provision using the estimated annual effective tax rate methodology. The tax expense or benefit caused by an unusual or infrequent item is recorded in the quarter in which it occurs. To the extent that information is not available for the Company to fully determine the full year estimated impact of an item of income or tax adjustment, the Company calculates the tax impact of such item discretely.
Based on these methodologies, the Company’s worldwide effective income tax rate was 29.6 % and 5.34 % for the three months ended March 31, 2026 and 2025 , respectively. The effective tax rate differs from the federal statutory rate of 21 % due to executive compensation subject to Section 162(m) limitation, state taxes, foreign taxes as a result of a statutory rate difference between Spain and the U.S., and a discrete period recognition of shortfall tax adjustments due to stock-based compensation-related tax costs.
31
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
The Company recognizes deferred tax assets and liabilities to account for future tax benefits or expenses arising from discrepancies between the carrying value of assets for income tax purposes and financial reporting purposes, as well as from operating loss and tax credit carryovers. A valuation allowance is applied to adjust net deferred tax assets to a level that management deems more likely than not to be realized within the foreseeable future. This determination is based on several factors, notably the expected realization of net deferred tax assets for tax purposes. At the start of the year, the Company reduced its deferred tax assets due to the expiration of the 5-year built-in gain recognition period on its net operating losses; consequently, the previously recorded valuation allowance against this deferred tax asset was reversed. As of March 31, 2026 , the Company has recorded a $ 11.8 million valuation allowance against deferred tax assets, primarily attributable to a note impairment.
The Company monitors federal and state legislative activity and other developments that may impact our tax positions and their relation to the income tax provision. Any impacts will be recorded in the period in which the legislation is enacted or new regulations are issued. The Company is subject to examination by the United States Internal Revenue Service as well as state and local tax authorities. The Company is not currently under audit.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. OBBBA did not have a significant impact on our provision for income taxes for the three months ended March 31, 2026 , and we do not anticipate a significant impact on our effective tax rate for the full year 2026.
Note 16. Stockholders' Equity
Equity-Based Compensation
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 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.
Since the inception of the Plan, the shareholders have authorized an increase of 20,000,000 shares available under the Plan, resulting in a total of 29,300,000 shares available for grant under the Plan and the 2018 Plan. As of March 31, 2026 , there are 5.6 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 March 31, 2026 and December 31, 2025, the Board has approved $ 157.0 million for share repurchase under the Share Repurchase Program. These shares may be repurchased from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades, in accordance with Rule 10b5-1 trading plans and/or through other legally permissible means. As of March 31, 2026, $ 142.0 million has been spent to buy back shares under this program and there is $ 15.0 million remaining for authorized repurchases under this program.
32
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Equity-Based Compensation - Stock Options
A summary of stock option activity for the three months ended March 31, 2026 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, 2025
13,592,636
$
9.47
6.92
$
16,064,815
Granted
—
—
Exercised
( 242,111
)
6.79
Expired/Forfeited
( 132,809
)
10.50
Outstanding as of March 31, 2026
13,217,716
$
9.51
6.70
$
6,247,519
Exercisable as of March 31, 2026
3,822,844
$
6.56
5.21
$
6,247,519
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 are exercised, 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 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 $ 2.0 million and $ 2.3 million for the three months ended March 31, 2026 and March 31, 2025, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The total associated income tax benefit was $ 0.9 million and $ 2.4 million for the three months ended March 31, 2026 and 2025, respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of March 31, 2026 was $ 20.2 million and is expected to be recognized over a weighted average period of 2.3 years. Any future forfeitures will impact this amount.
For the three months ended March 31, 2026 , there were no stock option grants. The weighted average assumptions used in calculating the fair value of stock options granted during the three months ended March 31, 2025 were as follows:
For the three months
ended March 31,
2025
Expected life (in years)
6.75
Expected volatility
37.50
%
Risk-free interest rate
4.45
%
Expected dividend yield
1.11
%
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
33
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
of the awards. The stock-based compensation expense for RSAs was $ 0.3 million and $ 0.2 million for the three months ended March 31, 2026 and 2025 , respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. There was no associated income tax benefit for the three months ended March 31, 2026 and 2025, respectively. Unrecognized stock-based compensation expense related to outstanding unvested RSAs as of March 31, 2026 was $ 0.2 million and is expected to be recognized over a weighted average period of 0.2 years. Any future forfeitures will impact this amount.
Number of
Weighted-Average Grant
RSAs
Date Fair Value Per RSA
Outstanding as of December 31, 2025
128,603
$
9.37
Granted
—
—
Vested
—
—
Forfeited
—
—
Outstanding as of March 31, 2026
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 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 the closing market price on the day of the grant, and is recognized as expense ratably over the requisite service period of the awards. M ost RSUs vest one year from the grant date or vest 25% on the second, third, fourth, and fifth anniversaries of the grant date excluding certain executive RSUs, the Bonaccord, Additional Bonaccord, and Executive Market Units, which are discussed in more detail below. The stock-based compensation expense for RSUs excluding the Bonaccord, Additional Bonaccord, and Executive Market Units, which are discussed in more detail below, was $ 3.8 million and $ 3.4 million for the three months ended March 31, 2026 and 2025, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. The total associated income tax benefit was $ 7.2 million and $ 9.1 million for the three months ended March 31, 2026 and 2025, respectively. Unrecognized stock-based compensation expense related to outstanding unvested RSUs as of March 31, 2026 was $ 26.9 million and is expected to be recognized over a weighted average period of 2 .65 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 March 31, 2026 , an additional 291,424 of the Additional Bonaccord 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. As of March 31, 2026, certain performance metrics have been met and 443,521 Additional Bonaccord Units have vested, of which 260,981 shares were settled for $ 2.8 million in cash for the three months ended March 31, 2026 , and 1,013,598 Additional Bonaccord Units remain unvested and outstanding. An expense of $ 1.9 million and $ 0 , inclusive of expense for both the Bonaccord Units and Additional Bonaccord Units has been recorded for the three months ended March 31, 2026 and March 31, 2025, respectively on the Consolidated Statements of Operations. The income tax benefit associated with the Bonaccord Units and Additional Bonaccord Units was $ 2.8 million and $ 4.0 million for the three months ended March 31, 2026 and 2025, respectively.
34
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, 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 March 31, 2026 , no ne of the Executive Market Units have vested. For the three months ended March 31, 2026 and March 31, 2025, respectively, $ 0.7 m illion and $ 0.7 million of stock compensation was recognized on the Consolidated Statements of Operations. There was no associated income tax benefit for the three months ended March 31, 2026 and 2025. The unrecognized expense associated with the Executive Market Units was $ 4.2 million as of March 31, 2026.
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 and Additional Bonaccord Units that were issued outside of the Plan, that had not vested or that had vested and settled in cash.
Number of
Weighted-Average Grant
RSUs
Date Fair Value Per RSU
Outstanding as of December 31, 2025
1,425,209
$
11.60
Granted
2,829,713
8.55
Vested
( 822,764
)
12.61
Forfeited
( 25,054
)
8.54
Outstanding as of March 31, 2026
3,407,104
$
8.85
Note 17. Earnings 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 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 or vesting upon the termination of an acquisition holdback period. For the three months ended March 31, 2026 and March 31, 2025, 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.
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.
35
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
The following table presents a reconciliation of the numerators and denominators used in the computation of basic and diluted EPS:
For the Three Months Ended March 31,
2026
2025
Numerator:
Numerator for basic calculation—Net income
Numerator for basic calculation—Net income
attributable to Ridgepost
$
8,491
$
4,522
Adjustment for:
Net income attributable to noncontrolling interests in Ridgepost, LLC
463
174
Numerator for earnings per share
Numerator for earnings per share assuming dilution
$
8,954
$
4,696
Denominator:
Denominator for basic calculation—Weighted-
average shares outstanding, basic attributable to Ridgepost
109,519
110,907
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
3,503
4,528
Weighted shares assumed upon the termination of an acquisition equity holdback period
364
-
Denominator for earnings per share assuming dilution
117,303
119,352
Earnings per Class A share—basic
$
0.08
$
0.04
Earnings per Class A share—diluted
$
0.08
$
0.04
Earnings per Class B share—basic
$
0.08
$
0.04
Earnings per Class B share—diluted
$
0.08
$
0.04
The computations of diluted earnings per share on a weighted average basis would exclude 10.9 million and 4.7 million options for the three months ended March 31, 2026 and March 31, 2025 , respectively, because the options were anti-dilutive.
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 three months ended March 31, 2026 and 2025 . Refer to Note 4 f or 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 three months ended March 31, 2026 and 2025 , most of the Company's revenues were generated in the United States. No individual foreign country constituted more than 10 % of the Company's revenues for the three months ended March 31, 2026 and 2025.
The Company's long-lived assets consist of property and equipment, lease right-of-use assets, and finite-lived intangibles. As of March 31, 2026 , 78 % of the Company's long-lived assets were in the United States and 22 % of the Company's long-lived assets were in Spain. As of December 31, 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.
36
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
Significant Segment Expense
The following table presents information about reported segment revenue, segment profit or loss, and significant segment expenses for the three months ended March 31, 2026 and 2025:
For the Three Months Ended March 31,
2026
2025
Total Revenues
$
75,024
$
67,667
Less: cash compensation and benefits, net of one-time expenses
( 28,255
)
( 25,633
)
Less: stock-based compensation
( 8,845
)
( 6,565
)
Less: management profit share (2)
( 1,149
)
( 1,162
)
Less: professional fees, net of one-time expenses
( 4,271
)
( 3,450
)
Less: general, administrative and other, net of one-time expenses
( 6,811
)
( 5,745
)
Less: placement agent expenses
( 2,148
)
( 724
)
Less: other segment items (1)
( 13,856
)
( 19,692
)
Net income
$
9,689
$
4,696
(1) Other segment items included in net income include (i) remeasurement of contingent consideration, amortization of intangibles, strategic alliance expense, income tax expense, interest expense, net, as well as other income, and (ii) one-time expenses excluded from the significant segment expenses.
(2) M anagement profit share represents compensation expense attributable to variable compensation structures tied to the profitability of our business, paid to senior employees.
The following table reconciles the components of cash compensation and benefits, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025:
For the three months ended March 31,
2026
2025
Compensation and benefits
$
38,486
$
37,080
Adjustments:
Stock-based compensation
( 8,845
)
( 6,565
)
Management profit share (2)
( 1,149
)
( 1,162
)
One-time expenses (1)
( 237
)
( 3,720
)
Cash compensation and benefits, net of one-time expenses
$
28,255
$
25,633
(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 reflect 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.
(2) Management profit share represents compensation expense attributable to variable compensation structures tied to the profitability of our business, paid to senior employees.
The following table reconciles the components of professional fees, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025:
For the three months ended March 31,
2026
2025
Professional fees
$
5,822
$
6,515
Adjustments:
One-time expenses (1)
( 1,551
)
( 3,065
)
Professional fees, net of one-time expenses
$
4,271
$
3,450
37
Ridgepost Capital, Inc.
Notes to Consolidated Financial Statements
(Unaudited, dollar amounts in tables stated in thousands except per share amounts)
(1) The adjustments for one-time expenses relate primarily to (i) restructuring of the management team including placement/search fees; (ii) acquisition-related expenses which reflect 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 three months ended March 31, 2026 and 2025:
For the three months ended March 31,
2026
2025
General, administrative and other
$
9,681
$
6,825
Adjustments:
Placement agent expenses
( 2,148
)
( 724
)
One-time expenses (1)
( 722
)
( 356
)
General, administrative and other, net of one-time expenses
$
6,811
$
5,745
(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 reflect 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 income and was $ 0.2 million and $ 0.4 million for the three months ended March 31, 2026 and 2025 , respectively.
Note 19. Subsequent Events
On May 5, 2026, the Board of Directors of the Company has declared a quarterly cash dividend of $ 0.04 per share of Class A and Class B common stock, payable on June 18, 2026 , to the holders of record as of the close of business on May 29, 2026 .
In accordance with ASC 855, Subsequent Events, the Company evaluated all material events or transactions that occurred after March 31, 2026 , 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.
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.