What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 430 added, 291 removed, 955 unchanged (43% of the section changed)

31 unchanged sentences

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

92,386,309 issued and 78,976,720 outstanding as of June 30, 2026, and 90,514,372 issued and 77,806,222 outstanding as of December 31, 2025, respectively

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

31,374,093 shares issued and 31,250,642 shares outstanding as of June 30, 2026, and 31,920,688 shares issued and 31,797,237 shares outstanding as of December 31, 2025, respectively

Treasury stock

9 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Management and advisory fees

12 unchanged sentences

Interest expense, net

Other (losses) gains

Total other (expense)

9 unchanged sentences

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

Ridgepost Capital, Inc.

R idgepost Capital, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

1 unchanged sentence

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Other comprehensive income, net of tax

1 unchanged sentence

Derivative fair value remeasurement, net of tax

Total other comprehensive loss, net of tax

Total other comprehensive income (loss), net of tax

COMPREHENSIVE INCOME

19 unchanged sentences

Accrual for excise tax associated with stock repurchases

Distributions to non-controlling interests, net

Distributions to noncontrolling interests, net

Dividends declared

1 unchanged sentence

Balance at March 31, 2026

Other comprehensive income

Stock-based compensation

Issuance of restricted stock awards

Issuance of restricted stock units

Issuance of equity consideration related to acquisition

Exchange of Class B common stock for Class A common stock

Exercise of stock options

Repurchase of common stock for employee tax withholding and strike price

Accrual for excise tax associated with stock repurchases

Capital Contributions from noncontrolling interests

Distributions to noncontrolling interests

Dividends declared

Dividends paid per share $ 0.04

Balance at June 30, 2026

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

18 unchanged sentences

Balance at March 31, 2025

Other comprehensive income

Stock-based compensation

Issuance of equity consideration related to acquisition

Issuance of restricted stock awards

Exchange of Class B common stock for Class A common stock

Exercise of stock options

Repurchase of common stock for employee tax withholding and strike price

Stock repurchase

Accrual for excise tax associated with stock repurchases

Issuance of noncontrolling interests

Distributions to non-controlling interests, net

Dividends paid per share $ 0.04

Balance at June 30, 2025

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

2 unchanged sentences

(in thousands)

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation

2 unchanged sentences

Amortization of debt issuance costs and debt discount

(Income)/loss from unconsolidated subsidiaries

Income from unconsolidated subsidiaries

Deferred tax expense

Loss on issuance of noncontrolling interests

Remeasurement of contra-revenue put option

14 unchanged sentences

Lease liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

CASH FLOWS USED IN INVESTING ACTIVITIES

Acquisitions, net of cash acquired

Funding of notes receivable

12 unchanged sentences

Dividends paid

Distributions to non-controlling interests

Net cash (used in) provided by financing activities

Issuance of noncontrolling interests

Distributions to noncontrolling interests

Debt issuance costs

Net cash provided by financing activities

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

4 unchanged sentences

Ridgepost Capital, Inc.

Consolidated Statements of Cash Flows

(Unaudited, in thousands)

For the Three Months

Ended March 31,

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

For the Six Months

Ended June 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

4 unchanged sentences

Additions to lease liabilities

Loss on issuance of noncontrolling interests

RECONCILIATION OF CASH, CASH EQUIVALENTS AND

20 unchanged sentences

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.

In connection with the reorganization, Ridgepost, 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.

5 unchanged sentences

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”).

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 investments, direct investments 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.

("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"), Qualitas Equity Funds SGEIC, S.A.

("Qualitas"), and Stellus Capital Management, LLC ("Stellus").

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.

14 unchanged sentences

Five Points is a leading lower-middle market alternative investment manager focused on providing both equity and debt capital to private, growth-oriented companies and limited partner capital to other private equity funds, with all strategies focused exclusively in the U.S.

lower-middle market.

Ridgepost Capital, Inc.

20 unchanged sentences

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.

As a result of the acquisition, the WTI sellers obtained 3,916,666 partnership units of Ridgepost, LLC, which can be exchanged for 3,916,666 shares of Ridgepost Class A common stock.

As of June 30, 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.

On June 22, 2026, the Company completed the acquisition of Stellus, an established direct lender based in the U.S.

providing senior-secured loans to sponsor-backed, lower-middle market companies in the U.S .

The consideration paid at the closing of the transaction included 11,191,149 partnership units representing limited liability company interests of Ridgepost, LLC and 579,096 shares of the Company’s Class A Common Stock.

Subject to certain conditions, the partnership units are exchangeable into shares of Class A Common Stock on a one-for-one basis.

Significant Accounting Policies

3 unchanged sentences

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 .

All intercompany transactions and

Ridgepost Capital, Inc.

1 unchanged sentence

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

balances have been eliminated upon consolidation.

The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year ended December 31, 2026 .

Principles of Consolidation

20 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025 , $ 0 and $ 1.3 million, respectively, of cash and cash equivalents held at consolidated funds, which represent 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 June 30, 2026, and December 31, 2025, cash equivalents include money market funds of $ 23.3 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.

6 unchanged sentences

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.

Restricted cash as of June 30, 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.

5 unchanged sentences

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.

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

Notes Receivable

7 unchanged sentences

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 .

accordingly, no allowances have been established as of June 30, 2026 and December 31, 2025 .

If accounts are subsequently determined to be uncollectible, they will be expensed in the period that determination is made.

2 unchanged sentences

From time to time, there are also investments in allocable state tax credits on the Consolidated Balance Sheets due to timing differences associated with the purchase and sale of state tax credits in the tax credit finance business.

As of 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.

As of June 30, 2026 and December 31, 2025 , respectively, there is $ 6.6 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

57 unchanged sentences

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

As of 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.

As of June 30, 2026, goodwill recorded on our Consolidated Balance Sheets relates to prior acquisitions.

As of June 30, 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.

11 unchanged sentences

The liabilities are remeasured at fair value on each reporting date, with changes in the fair value reflected in operating expenses on our Consolidated Statements of Operations.

As of March 31, 2026 and December 31, 2025 , the contingent consideration on the Consolidated Balance Sheets is related to the acquisition of Qualitas.

As of June 30, 2026 and December 31, 2025 , the contingent consideration on the Consolidated Balance Sheets is related to both the acquisitions of Qualitas and Stellus and the acquisition of Qualitas, respectively.

Ridgepost Capital, Inc.

2 unchanged sentences

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.

Accrued compensation and benefits consist 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.

Certain subsidiaries of the Company maintain a deferred compensation plan for certain employees and executives designed to promote employee retention and align compensation with the Company's long-term objectives.

Under the plan, eligible participants may receive a portion of their annual incentive compensation in the form of deferred cash awards.

Deferred awards are generally payable in installments over a specified service period, typically three years from the date of award.

Participants must remain employed by the Company through the applicable vesting and payment dates to receive the deferred compensation.

Unvested amounts are generally forfeited upon termination of employment as defined in the plan documents.

The Company accounts for deferred compensation awards as service-based compensation arrangements.

Compensation expense is recognized over the requisite service period during which employees are required to provide service in exchange for the awards.

A corresponding liability is recorded for the portion of the awards earned as of each reporting date.

Compensation expense is adjusted for actual forfeitures.

Future payments under the deferred compensation plan are contingent upon participants satisfying the applicable service requirements and, therefore, do not represent fixed contractual obligations until vested.

Debt Issuance Costs

4 unchanged sentences

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.

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 noncontrolling interests.

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

10 unchanged sentences

Foreign currency transaction gains and losses are included in general, administrative, and other expenses in the Consolidated Statements of Operations.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

Fair Value Measurements

1 unchanged sentence

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:

As of June 30, 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.

1 unchanged sentence

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.

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 discounts the future cash flows using current interest rates which the Company could obtain for 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.

5 unchanged sentences

See Note 13 for further details on the Advisory Agreements.

As of June 30, 2026 and December 31, 2025, the Company has a contingent consideration liability related to the acquisition of Qualitas that was measured at fair value using Level 3 inputs and a Monte Carlo simulation.

As of June 30, 2026, the Company has a contingent consideration liability related to the acquisition of Stellus that is measured at fair value using Level 3 inputs and a Black-Scholes-Merton model .

See Note 11 for additional information.

Derivative Instruments and Hedging Activities

6 unchanged sentences

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.

See Note 11 for additional information.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

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.

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

Management and Advisory Fees

1 unchanged sentence

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.

Management and advisory fees received in advance reflect 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.

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, fees based on a percentage of gross assets, or 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.

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.

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

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.

Management fees also include incentive fees based on net investment income, which are subject to performance hurdles.

Such incentive fees are classified as management and advisory fees in the Consolidated Statements of Operations as the fees are consideration for the management service performance obligation, not subject to repayment, and cash-settled each quarter.

Other advisory services include transaction and management fees associated with managing the origination and ongoing compliance of certain investments.

7 unchanged sentences

Catch-up fees are recorded as revenue when such commitments are made as variable consideration.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

Other Revenue

5 unchanged sentences

Referral fee revenue is recognized upon closing of certain opportunities, which is when the performance obligation has been satisfied.

The acquisition of Stellus added arrangement fees.

Arrangement fees are transaction-based fees earned in connection with financing activities undertaken by investment funds and portfolio companies managed or advised by the Company.

Such fees may arise from debt origination and placement activities, refinancing transactions, amendments and restructurings of existing financing arrangements, incremental debt raises, lender participation structures, and other financing execution services.

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

1 unchanged sentence

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.

Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is 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.

1 unchanged sentence

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

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

Earnings Per Share

5 unchanged sentences

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.

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

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.

Stock-based compensation relates to grants of 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 are 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 that require only a service condition, the Company elected, in accordance

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

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 that 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.

3 unchanged sentences

Forfeitures are recognized as they occur.

Refer to Note 16 for further discussion.

Refer to Note 16 f or 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.

According to ASC 280, Segment Reporting , operating segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which discrete financial information is available and is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance.

The Company operates its 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.

3 unchanged sentences

The CODM considers forecast to actual variances when making decisions about allocating capital and personnel.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

Business Acquisitions

8 unchanged sentences

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 acquirer is usually (i) the entity that 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.

8 unchanged sentences

The liabilities are remeasured at fair value on each reporting date, with changes in the fair value reflected in operating expenses on our Consolidated Statements of Operations.

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.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

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

3 unchanged sentences

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.

The Company includes the additional required disclosures 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.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

Pronouncements Not Yet Adopted

16 unchanged sentences

The fair value consisted of $ 24.4 million in net assets and $ 49.4 million in goodwill.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

The following is a summary of consideration paid:

4 unchanged sentences

The determined risk-adjusted discount rate for the contingent consideration of 12.8 % is a significant unobservable input.

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:

28 unchanged sentences

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

Stellus Acquisition

On June 22, 2026 , the Company completed the Stellus purchase for total consideration of $ 230.9 million.

The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805.

Stellus is a Houston, Texas-based private credit investment firm focused on providing first-lien, senior secured loans to lower middle-market, private equity-sponsored companies across the U.S.

The provisional fair value consisted of $ 183.6 million in net assets and $ 55.1 million in goodwill.

The following is a summary of consideration paid:

Fair value of equity consideration

Fair value of contingent consideration

Total purchase consideration

The provisional fair value of the contingent consideration was calculated using a Black-Scholes-Merton model based on future revenue projections of Stellus, acquisition-specific terms and conditions, and a risk-adjusted discount rate.

The determined risk-adjusted discount rates for the 2027 and 2029 contingent considerations of 11.8 % to 12.0 %, respectively, are significant unobservable inputs.

The acquisition date fair value of certain assets and liabilities, including intangible assets acquired and related weighted average expected lives are provisional and subject to revision within one year of the acquisition date.

As such, our estimates of fair value are pending finalization, which may result in adjustments to goodwill.

The following table presents the provisional fair value of the net assets acquired as of the acquisition date:

Cash and cash equivalents

Accounts receivable

Due from related parties

Prepaid expenses and other assets

Property and equipment, net

Right-of-use assets

Intangible assets, net

Total assets acquired

Accounts payable and accrued expenses

Accrued compensation and benefits

Deferred revenues

Lease liabilities

Total liabilities assumed

Net identifiable assets acquired

fair value of noncontrolling interests

Net assets acquired

The provisional fair value of the identifiable intangible assets was calculated using a discounted cash flow model based on risk-adjusted discount rates.

The determined risk-adjusted discount rates for the identifiable intangible assets ranged from

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

15.5 % to 17.0 %.

The determined risk-adjusted discount rates are significant unobservable inputs.

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

Value of management and advisory contracts

Value of direct investors and intermediary relationships

Value of trade name

Total identifiable intangible assets

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.

Pro Forma Financial Information

The following unaudited pro forma condensed consolidated results of operations of the Company assumes the acquisition of Stellus was completed on January 1, 2025, including the results from operations for the acquired business as well as the impact of assumed financing of the transaction and the impact of the purchase price allocation (including the amortization of acquired intangible assets and interest expense based on debt issued).

Additionally, this does not reflect any pro forma adjustments related to the acquisition which occurred in 2025.

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Net income attributable to Ridgepost Capital

The following presents revenues disaggregated by nature:

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Management fees

6 unchanged sentences

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 .

We recognized $ 0.4 million and $ 16.7 million of revenue for the three and six months ended June 30, 2026, respectively, that was included in the contract liabilities balance as of December 31, 2025 .

Strategic Alliance Expense

1 unchanged sentence

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.

The amount of net management fee earnings the

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

third party has the right to receive is based on their total capital committed.

For the three and six months ended June 30, 2026, the strategic alliance expense reported was $ 0 .

For the three and six months ended June 30, 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.

3 unchanged sentences

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 new agreement allows for quarterly cash distributions to the third party equal to 20 % of net management fee earnings, with all other distributions being provided to the Company.

For the three and six months ended June 30, 2026, the portion of income or loss to the third-party equity holder was $ 0.8 million and $ 1.5 million, respectively.

For the three and six months ended June 30, 2025, the portion of income or loss to the third-party equity holder was $ 0.7 million .

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.

For the six months ended June 30, 2026 and 2025 , the distributions to the third party were $ 1.7 million and $ 0 , respectively.

The Company recognized a $ 6.5 million loss on the conversion of the right to receive 15 % of net management fee earnings to a 15 % equity interest in Bonaccord for the three and six months ended June 30, 2025, which is included in other income/(loss) on the Consolidated Statements of Operations.

The same third party also has the option to purchase equity in Bonaccord under similar terms for Bonaccord Fund III ("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 %.

3 unchanged sentences

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

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.

If these commitment conditions are not satisfied, then within 60 days of the final closing of such subsequent fund, the Company may elect to repurchase the equity granted to the third party from exercising their options related to Fund II and Fund III.

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

8 unchanged sentences

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.

As of June 30, 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 .

2 unchanged sentences

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 notes accrue interest at Secured Overnight Financing Rate ("SOFR") plus 2.10%

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

and are payable annually on October 13 in arrears , with any unpaid accrued interest being capitalized and added to the outstanding principal balance.

As of June 30, 2026, the balance outstanding i s $ 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.

2 unchanged sentences

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.

As of June 30, 2026, the balance outstanding is $ 0.6 million, which includes unpaid accrued interest added to the outstanding principal balance.

As of June 30, 2026 and December 31, 2025, the total notes receivable balance associated with these notes was $ 6.9 m illion and $ 7.2 million, respectively.

The Company recognized interest income o f $ 0.1 million an d $ 0.2 million for the three and six months ended June 30, 2026 , respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025 , respectively.

Variable Interest Entities

1 unchanged sentence

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.

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, Qualitas, and Stellus Private BDC Advisor, LLC.

The assets of the consolidated VIEs totaled $ 665.3 mi llion and $ 644.3 million as of June 30, 2026 and December 31, 2025, respectively.

The liabilities of the consolidated VIEs totaled $ 617.9 million and $ 511.5 million as of June 30, 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.

4 unchanged sentences

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

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

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.

The Company’s investment in unconsolidated subsidiaries consists 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.

As of June 30, 2026 and 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 manage r, $ 0.5 m illion related to ECG’s asset management businesses, and $ 0.1 million related to ECG’s tax credit finance businesses.

Property and Equipment

Property and equipment consist of the following:

As of March 31,

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

As of June 30,

As of December 31,

6 unchanged sentences

Goodwill and Intangibles

Changes in goodwill for the three months ended March 31, 2026 are as follows:

Changes in goodwill for the six months ended June 30, 2026 are as follows:

Balance at December 31, 2025

1 unchanged sentence

Change related to foreign currency translations

Balance at March 31, 2026

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:

Balance at June 30, 2026

Intangibles consist of the following as of June 30, 2026:

Investor and Intermediary Relationships

4 unchanged sentences

Impact of exchange rate movements

Balance as of March 31, 2026

Balance as of June 30, 2026

Finite-lived intangible assets

1 unchanged sentence

Impact of exchange rate movements

Balance as of March 31, 2026

Balance as of June 30, 2026

Accumulated Amortization

2 unchanged sentences

Impact of exchange rate movements

Balance as of March 31, 2026

Total intangible assets, net balance as of March 31, 2026

Intangibles consist of the following as of March 31, 2025:

Balance as of June 30, 2026

Total intangible assets, net balance as of June 30, 2026

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 June 30, 2025:

Investor and Intermediary Relationships

4 unchanged sentences

Impact of exchange rate movements

Balance as of March 31, 2025

Balance as of June 30, 2025

Finite-lived intangible assets

Balance as of December 31, 2024

Additions, net of adjustments

Adjustment for fully amortized intangibles

Balance as of March 31, 2025

Impact of exchange rate movements

Balance as of June 30, 2025

Accumulated Amortization

2 unchanged sentences

Adjustment for fully amortized intangibles

Balance as of March 31, 2025

Total intangible assets, net balance as of March 31, 2025

Impact of exchange rate movements

Balance as of June 30, 2025

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

Management and advisory contracts and finite-lived trade names are amortized over 7 - 23 years and are being amortized in line with the economic benefits that are expected to occur.

1 unchanged sentence

Direct investors and intermediary relationships are being amortized in line with the economic benefits that are expected to occur over 7 - 13 years.

The amortization expense for each of the next five years and thereafter are as follows:

The amortization expense for each of the next five years and thereafter is as follows:

Total amortization

Ridgepost Capital, Inc.

1 unchanged sentence

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

Total amortization

Fair Value Measurements

2 unchanged sentences

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

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

4 unchanged sentences

Debt Obligations

Financial Instruments recognized at Fair Value

Earnouts associated with the acquisition of Qualitas

Earnouts associated with the acquisitions of Qualitas and Stellus

On April 4, 2025, included in total consideration of the Qualitas acquisition was an earnout payment not to exceed € 31.7 million.

1 unchanged sentence

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.

As of June 30, 2026 , no earnout payment has been earned or paid.

The determined risk-adjusted discount rates for the contingent consideration of 8.8 % and 13.5 % were the significant unobservable inputs as of June 30, 2026 and December 31, 2025 .

Remeasurement of the contingent consideration resulted in $ 2.2 million of expense and $ 1.8 million of a gain recognized for the three and six months ended June 30, 2026, respectively.

Total remeasurement expense recognized for the three and six months ended June 30, 2025 wa s $ 1.1 million .

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

On June 22, 2026, included in total consideration of the Stellus acquisition was an earnout payment not to exceed $ 60.0 million.

The amount ultimately owed to the sellers is based on the fee-related revenue of Stellus for the years ending December 31, 2027, and December 31, 2029.

Any earnout payment will be paid in a mix of cash and partnership units in Ridgepost Capital, LLC at the seller's election, with no more than 50 % payable in cash.

As of June 30, 2026, no earnout payment has been earned or paid.

Total remeasurement expense recognized for both the three and six months ended June 30, 2026 , was $ 0 .

Any remeasurement expense will be included in contingent consideration expense on the Consolidated Statements of Operations.

Derivative instruments and hedging activities

4 unchanged sentences

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.

For the three and six months ended June 30, 2026 , the Company recorded an unrealized gain on interest rate derivatives, net of tax of $ 0.7 million and $ 0.9 million, respectively, which is included in other comprehensive income.

For the three and six months ended June 30, 2025 , the Company recorded an unrealized gain on interest rate derivatives, net of tax for $ 0 , 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.

1 unchanged sentence

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

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

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

Ridgepost Capital, Inc.

1 unchanged sentence

(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

No amount of ineffectiveness was included in net income for the three and six months ended June 30, 2026 and 2025.The Company will continue to assess the effectiveness of the hedges on an ongoing basis.

The following table presents all recurring items measured at fair value as of June 30, 2026.

As of June 30, 2026

Derivative assets

1 unchanged sentence

Total liabilities

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.

For the liabilities and assets presented in the tables above, there were no changes in fair value hierarchy levels during the six months ended June 30, 2026.

The following table presents all recurring items measured at fair value as of December 31, 2025:

5 unchanged sentences

Contingent Consideration Liability

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Balance, beginning of year:

17 unchanged sentences

Total debt obligations, net

The principal balance consists of the following tranches:

As of March 31, 2026

The principal balance consists of the following tranches as of June 30, 2026:

As of June 30, 2026

Principal Amount

6 unchanged sentences

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").

On December 22, 2021, the Company entered into a credit agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent (the "Agent"), and Texas Capital Bank, as joint lead arrangers and joint bookrunners, and the other loan parties party thereto.

The Credit Agreement consisted of two facilities:

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").

On August 1, 2024, the Company entered into a restatement agreement, which amended and restated 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.

On June 11, 2026 , the Company, the Agent, and JPMorgan Chase Bank, N.A., as additional lender (the “Additional Lender”), entered into an Increase Agreement (the “Increase Agreement”), pursuant to which the Additional Lender increased the aggregate revolving commitments by $ 20 million from $ 175 million to $ 195 million under the Amended and Restated Credit Agreement.

All other material terms of the Amended and Restated Credit Agreement remain unmodified and in full force and effect.

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

2 unchanged sentences

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 New Revolving 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.

2 unchanged sentences

(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.

Future principal maturities of debt as of March 31, 2026 are as follows:

As of June 30, 2026, Ridgepost was in compliance with its financial and other covenants required under the facility.

For both the three and six months ended June 30, 2026, $ 6.2 million and $ 12.2 million of interest expense was incurred, respectively.

For the three and six months ended June 30, 2025 , $ 6.5 million and $ 12.5 million of interest expense was incurred, respectively.

Future principal maturities of debt as of June 30, 2026 are as follows:

Related Party Transactions

1 unchanged sentence

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 June 30, 2026, the total accounts receivable from the Funds totaled $ 44.4 million , of which $ 31.1 million related to fees earned but not yet received and $ 13.3 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.

Fees earned but not yet received and reimbursable 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.

4 unchanged sentences

The Company allocates a portion of the consideration received under this arrangement to a financing component when it determines that a significant financing component exists.

As of 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.

As of June 30, 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 $ 0.2 million for the three and six months ended June 30, 2026 , respectively, and $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2025.

As of June 30, 2026, the total contractual advisory fees ar e $ 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.

Since inception, $ 99.8 million of the total $ 119.6 mi llion advisory fees has been recognized as revenue.

There was $ 19.8 million in remaining performance obligations related to these agreements, which will be recognized between July 1, 2026 and April 30, 2032.

For the three and six months ended June 30, 2026, advisory fees earned or recognized under these agreements were $ 2.9 million and $ 5.8 million, respectively, and $ 3.7 million and $ 7.1 million for the three and six months ended June 30, 2025, respectively, and are reported in management and advisory fees on the Consolidated Statements of Operations.

As of June 30, 2026 and December 31, 2025, the associated receivable was $ 85.8 m illion 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.

Revenues from interest on outstanding balances were $ 0 for the three and six months ended June 30, 2026 , respectively, and $ 0.4 million and $ 0.7 million for the three and six months ended June 30, 2025, respectively, which are included in management and advisory fees on the Consolidated Statements of Operations.

As of June 30, 2026 and December 31, 2025 , the associated interest receivable was $ 4.1 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

Ridgepost Capital, Inc.

1 unchanged sentence

(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.

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 its employees to provide services at the direction of ECG.

The Company recognized $ 2.6 million and $ 5.3 million for the three and six months ended June 30, 2026 , respectively, and $ 2.8 million and $ 5.3 million for the three and six months ended June 30, 2025, respectively, related to this agreement within compensation and benefits in our Consolidated Statements of Operations.

As of June 30, 2026 and December 31, 2025, the associated accrual was $ 1.2 m illion 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.

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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.

Rent expense for the various leased office space and equipment was approximately $ 1.4 million and $ 2.9 million for the three and six months ended June 30, 2026, respectively, and $ 1.3 million and $ 2.7 million for the three and six months ended June 30, 2025, respectively, which was included in general, administrative, and other expense 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.

1 unchanged sentence

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:

The following table presents information regarding the Company’s operating leases as of June 30, 2026:

Operating lease right-of-use assets

Operating lease liabilities

Net cash paid during the three months ended March 31, 2026 for operating lease liabilities

Net cash paid during the six months ended June 30, 2026 for operating lease liabilities

Weighted-average remaining lease term (in years)

Weighted-average discount rate

The future contractual lease payments as of March 31, 2026 are as follows:

The future contractual lease payments as of June 30, 2026 are as follows:

Total undiscounted lease payments

3 unchanged sentences

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

Upon the achievement of $ 20.0 million, $ 22.5 million, and $ 25.0 million of

Ridgepost Capital, Inc.

1 unchanged sentence

(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.

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 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.

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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;

As of June 30, 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.

For the three and six months ended June 30, 2026 , $ 0 of expense was recognized.

For the three and six months ended June 30, 2025 , $ 6.5 million and $ 3.5 million was recognized in compensation and benefits in the Consolidated Statements of Operations, respectively, which included a reversal of expense due to a change in estimate for the second EBITDA hurdle.

As of December 31, 2025, the Company has paid $ 35.0 million for the achievement of the first EBITDA hurdle.

As of June 30, 2026 and December 31, 2025, there was no remaining liability related to the WTI earnout.

Bonus Payment

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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.

As of June 30, 2026 and December 31, 2025, the Company does not expect the trailing twelve-month EBITDA target to be met.

For the three and six months ended June 30, 2026, the Company recognized $ 0 of expense, and for the three and six months ended June 30, 2025 , $ 0.5 million and $ 1.0 million was recognized, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

As of June 30, 2026 and December 31, 2025, there was no remaining liability related to the WTI Bonus on the Consolidated Balance Sheets.

Revenue Share Arrangement

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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.

As of June 30, 2026, the Company has determined that the put options are probable of being exercised and has accrued estimated contingent liabilities and contingent payments to customers.

As of June 30, 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 $ 16.0 million and $ 18.2 million as of June 30, 2026 and December 31, 2025, respectively.

The Company recognized $ 0.4 million and $ 0.7 million of amortization of contingent payments to customers for the three and six months ended June 30, 2026 , respectively, and $ 0.2 million and $ 0.3 million of amortization of contingent payments to customers for the three and six months ended June 30, 2025, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations.

The Company will reassess each period and recognize all changes, if necessary.

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 on related 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 itself.

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.

As of June 30, 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 and $ 0.2 million reversal of expense for the three and six

Ridgepost Capital, Inc.

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(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.

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.

months ended June 30, 2026, respectively, an d $ 0 and $ 0.3 million of expense rec ognized for both the three and six months ended June 30, 2025, which were included in other income on the Consolidated Statements of Operations.

The Company will reassess each period and recognize changes when necessary.

Contingencies

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

In August 2025, a contract dispute arose between a subsidiary of the Company and its former placement agent.

Among other claims threatened, the placement agent contended a breach of contract based upon the subsidiary allegedly engaging investors sourced from the placement agent to make subsequent investments, but not working through the placement agent to do so.

The placement agent sought compensation for fees associated with the placement of these investments and other damages.

As of July 2026, settlement discussions are ongoing and the parties are exploring potential resolution through mediation.

At this time, the Company cannot reasonably estimate a possible loss or range of loss because the matter remains subject to significant uncertainties, including the nature and timing of any potential resolution through mediation, settlement, arbitration, or judicial proceedings.

As such , no liability has been recorded as of June 30, 2026.

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

1 unchanged sentence

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.

Based on these methodologies, the Company’s worldwide effective income tax rate was 22.25 % a nd 26.34 % for the three and six months ended June 30, 2026 , respectively.

The Company's effective income tax rate was 24.71 % and 15.60 % for the three and six months ended June 30, 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.

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.

3 unchanged sentences

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.

As of June 30, 2026, the Company has recorded an $ 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.

4 unchanged sentences

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.

OBBBA did not have a significant impact on our provision for income taxes for the three months ended June 30, 2026 , and we do not anticipate a significant impact on our effective tax rate for the full year 2026.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

Stockholders' Equity

3 unchanged sentences

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.

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 anniversaries 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.

1 unchanged sentence

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.

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.

1 unchanged sentence

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.

Since the inception of the Plan, the shareholders 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 June 30, 2026, there are 4.7 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.

As of June 30, 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.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

As of June 30, 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.

Equity-Based Compensation - Stock Options

A summary of stock option activity for the three months ended March 31, 2026 is as follows:

A summary of stock option activity for the six months ended June 30, 2026 is as follows:

Weighted Average

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Expired/Forfeited

Outstanding as of March 31, 2026

Exercisable as of March 31, 2026

Outstanding as of June 30, 2026

Exercisable as of June 30, 2026

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.

2 unchanged sentences

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.

Expected life is

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

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.

3 unchanged sentences

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.

The stock-based compensation expense for stock options was $ 1.9 million and $ 3.9 million for the three and six months ended June 30, 2026 , respectively, and $ 2.7 million and $ 5.0 million for the three and six months ended June 30, 2025, respectively.

The total associated income tax benefit was $ 0 and $ 0.9 m illion for the three and six months ended June 30, 2026 , respectively, and $ 2.4 million and $ 4.8 million for the three and six months ended June 30, 2025, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2026 was $ 17.7 million and is expected to be recognized over a weighted average period of 2.0 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,

For the three and six months ended June 30, 2026 , there were no stock option grants.

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

For the Six Months

Ended June 30,

Expected life (in years)

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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

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.

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

The stock-based compensation expense for RSAs was $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2026, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2025, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

There w as $ 1.2 million and $ 1.2 million of associated income tax benefit for the three and six months ended June 30, 2026 , respectively, and $ 1.0 million and $ 1.0 million for the three and six months ended June 30, 2025, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested RSAs as of June 30, 2026 was $ 1.2 million and is expected to be recognized over a weighted average period of 1.0 years.

Any future forfeitures will impact this amount.

2 unchanged sentences

Outstanding as of December 31, 2025

Outstanding as of March 31, 2026

Outstanding as of June 30, 2026

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

3 unchanged sentences

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.

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

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

period of the awards.

Most 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 Units, Additional Bonaccord Units, and Executive Market Units, which are discussed in more detail below.

The stock-based compensation expense for RSUs excluding the Bonaccord Units, Additional Bonaccord Units, and Executive Market Units, which are discussed in more detail below, was $ 4.6 million and $ 8.4 million for the three and six months ended June 30, 2026, respectively, and $ 3.7 million and $ 7.2 million for the three and six months ended June 30, 2025 , respectively, which is included in compensation and benefits on the Consolidated Statements of Operations.

There was $ 0.2 million and $ 7.4 million of associated income tax benefit for the three and six months ended June 30, 2026, respectively, and $ 0 and $ 9.1 million for the three and six months ended June 30, 2025, respectively.

Unrecognized stock-based compensation expense related to outstanding unvested RSUs as of June 30, 2026 was $ 22.5 million and is expected to be recognized over a weighted average period of 2.4 years.

Any future forfeitures will impact this amount.

1 unchanged sentence

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.

As of June 30, 2025 , certain performance metrics have been met and specific employees have earned and been paid $ 17.5 million in value, of which $ 6.6 million was settled in shares and $ 10.9 million was settled in cash.

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 a 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 $ 11.9 million as 994,762 units that would vest upon meeting certain performance metrics.

On June 24, 2026, the Company entered into an Amendment to Cash Bonus and Restricted Stock Unit Agreement ("Amended Bonus and Unit Agreement") with the same employees of Bonaccord that (1) accelerated the vesting of 42,733 units, (2) allocated 116,922 of the remaining units to be cash settled upon grant for $ 0.9 million, and (3) adjusted the performance metrics for the remaining 174,502 units.

As of June 30, 2026 , 42,070 of the units remain unallocated.

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.

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

On May 12, 2025, the Company evaluated that all the Additional Bonaccord Units were probable to be earned.

As of June 30, 2026, certain performance metrics have been met and 599,062 units have vested, of which 260,981 units were settled for $ 0 and $ 2.8 million in cash for the three and six months ended June 30, 2026, respectively, and 670,908 units remain unvested and outstanding.

Expenses of $ 1.7 million and $ 3.6 million have been recorded for the three and six months ended June 30, 2026 , respectively, and $ 3.7 million for the three and six months ended June 30, 2025 on the Consolidated Statements of Operations.

The income tax benefit associated with the Additional Bonaccord Units was $ 0 and $ 2.8 million for the three and six months ended June 30, 2026, respectively, and $ 2.1 million and $ 6.1 million for the three and six months ended June 30, 2025, respectively.

Unrecognized stock-based compensation expense related to the Bonaccord Units as of June 30, 2026 was $ 3.7 million and is expected to be recognized over 1.3 years.

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

4 unchanged sentences

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

As of 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 June 30, 2026 , no ne of the Executive Market Units have vested.

For the three and six months ended June 30, 2026, $ 0.7 million and $ 1.4 million of stock compensation expense was recognized on the Consolidated Statements of Operations.

For the three and six months ended June 30, 2025 , $ 0.7 million and $ 1.4 million of stock compensation expense was recognized on the Consolidated Statements of Operations.

There was no associated income

Ridgepost Capital, Inc.

Notes to Consolidated Financial Statements

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

tax benefit for the three and six months ended June 30, 2026 and 2025.

The unrecognized expense associated with the Executive Market Units was $ 3.5 million as of June 30, 2026.

The table below shows the assumptions used in the Monte Carlo simulation for the Executive Market Units' fair value.

October 23, 2023

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Expected dividend yield

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.

The table below excludes Executive Market Units for which the market conditions have not been satisfied, and Additional Bonaccord Units that had not vested or that had vested and settled in cash.

Weighted-Average Grant

1 unchanged sentence

Outstanding as of December 31, 2025

Outstanding as of March 31, 2026

Outstanding as of June 30, 2026

Earnings Per Share

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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.

For the three and six months ended June 30, 2026, 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 Stellus and WTI acquisitions are converted to shares of Class A common stock.

For the three and six months ended June 30, 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.

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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,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Numerator for basic calculation—Net income

16 unchanged sentences

Earnings per Class B share—diluted

The computations of diluted earnings per share on a weighted average basis would exclude 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.

The computations of diluted earnings per share on a weighted average basis exclude 11.9 million and 10.8 million options for the three and six months ended June 30, 2026, respectively, because the options were anti-dilutive.

The computations of diluted earnings per share on a weighted average basis exclude 8.4 million and 7.8 million options for the three and six months ended June 30, 2025 , respectively, because the options were anti-dilutive.

Segment Reporting

1 unchanged sentence

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 .

No i ndividual client constituted more than 10% of the Company's total revenues for the three and six months ended June 30, 2026 .

No individual client constituted more than 10% of the Company's total revenues for the three and six months ended June 30, 2025 .

Refer to Note 4 f or further details provided on the Company's source of revenues.

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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.

For the three and six months ended June 30, 2026 and 2025, most of the Company's

Ridgepost Capital, Inc.

1 unchanged sentence

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

revenues were generated in the United States.

No individual foreign country constituted more than 10 % of the Company's revenues for the three and six months ended June 30, 2026 and 2025.

The Company's long-lived assets consist of property and equipment, lease right-of-use assets, and finite-lived intangibles.

No individual foreign country constituted more than 10 % of the Company's long-lived assets as of June 30, 2026.

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.

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,

The following table presents information about reported segment revenue, segment profit or loss, and significant segment expenses for the three and six months ended June 30, 2026 and 2025:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Total Revenues

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

The following table reconciles the components of cash compensation and benefits, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025:

For the three months ended March 31,

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 Statements of Operations for the three and six months ended June 30, 2026 and 2025:

For the three months ended June 30,

For the six months ended June 30,

Compensation and benefits

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(1) The adjustments for one-time expenses relate primarily to (i) restructuring of the management team including signing bonus and severance;

and (ii) acquisition-related expenses which 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.

and (ii) acquisition-related expenses which reflect the actual costs incurred during the period for the acquisition of new businesses, which primarily consist 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,

Professional fees

One-time expenses (1)

Professional fees, net of one-time expenses

Ridgepost Capital, Inc.

1 unchanged sentence

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

The following table reconciles the components of professional fees, net of one-time expenses to their equivalent GAAP measures, reported in the Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025:

For the three months ended June 30,

For the six months ended June 30,

Professional fees

One-time expenses (1)

Professional fees, net of one-time expenses

(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;

(ii) acquisition-related expenses which reflect the actual costs incurred during the period for the acquisition of new businesses, which primarily consist 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,

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 Statements of Operations for the three and six months ended June 30, 2026 and 2025:

For the three months ended June 30,

For the six months ended June 30,

General, administrative and other

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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.

Interest income is reported on the Consolidated Statements of Operations within other income and was $ 0.3 million and $ 0.5 million for the three and six months ended June 30, 2026, respectively, and $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2025 .

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.

On August 4, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $ 0.04 per share of Class A and Class B common stock, payable on September 18, 2026 , to the holders of record as of the close of business on August 31, 2026 .

In accordance with ASC 855, Subsequent Events , the Company evaluated all material events or transactions that occurred after June 30, 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.

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

What changed 10-Q

Item 1. Financial Statements