What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-08 · 174 added, 165 removed, 346 unchanged (49% of the section changed)

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The Company's stock symbol also changed to "RPC" on NYSE and NYSE Texas, Inc.

As of March 31, 2026, our private market solutions were comprised of the following:

As of June 30, 2026, our private market solutions were comprised of the following:

• Private Equity Solutions (PES) .

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We are further differentiated by the scale, depth, diversity, and accuracy of our constantly expanding proprietary private markets database that contains comprehensive information on more than 6,700 investment firms, 11,800 funds, 52,700 individual transactions, 34,300 private companies and 556,000 financial metrics.

As of March 31, 2026, PES has raised a total of $25+ billion in assets under management ("AUM"), of which $18.2 billion are Fee-Paying Assets Under Management ("FPAUM").

As of June 30, 2026, PES has raised over a total of $25 billion in assets under management ("AUM"), of which $18.3 billion are Fee-Paying Assets Under Management ("FPAUM").

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

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Our VCS solution is differentiated by our innovative strategic partnerships and our vantage point within the venture capital and technology ecosystems, maximizing advantages for our investors.

In addition, since 2011, we have partnered

with Forbes to publish the Midas List, a ranking of the top value-creating venture capitalists.

As of March 31, 2026, VCS has raised a total of $13+ billion AUM, of which $7.8 billion are FPAUM.

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

As of June 30, 2026, VCS has raised over a total of $15 billion AUM, of which $8.2 billion are FPAUM.

• Private Credit Solutions (PCS).

Under PCS, we primarily make debt investments across North America, targeting lower middle market companies owned by leading financial sponsors and also offer certain private equity solutions.

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

The PCS investment team, which is comprised of 52 investment professionals with an average of 26+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated since inception in 1980, including 540+ investors across 48 active investment vehicles and 1,800+ portfolio companies with $10.5+ billion capital deployed.

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

The PCS investment team, which is comprised of 70 investment professionals with an average of 26+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated since inception in 1980, including over 540 investors across 57 active investment vehicles and over 1,800 portfolio companies with over $10.7 billion of capital deployed.

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

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

We currently maintain 95+ active sponsor relationships and have 130+ platform investments.

We currently maintain over 170 active sponsor relationships and have over 250 platform investments.

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

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

As of March 31, 2026, PCS has raised a total of $7+ billion AUM, of which $5.0 billion are FPAUM.

Of the total AUM, impact assets represent $4.9 billion invested in over 1,000 projects and businesses across 40 states, Washington, D.C., and Puerto Rico, not including investments made by non-impact affiliates.

As of June 30, 2026, PCS has raised over a total of $11 billion AUM, of which $7.8 billion are FPAUM.

Of the total AUM, impact assets represent $5.0 billion invested in over 1,000 projects and businesses across 40 states, Washington DC, and Puerto Rico, not including investments made by non-impact affiliates.

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

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

We receive a fee stream that is typically based on our investor’s committed, locked-in capital;

capital commitments that typically average ten to fifteen years, though they may vary by fund and strategy.

We receive a fee stream that is typically based on our investors' committed, locked-in capital, with capital commitments that typically average ten to fifteen years, though they may vary by fund and strategy.

We offer primary investment funds across private equity and venture capital solutions.

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

Our primary funds comprise approximately $16.5 billion of our FPAUM as of March 31, 2026.

Our primary funds comprise approximately $16.9 billion of our FPAUM as of June 30, 2026.

• Direct and Co-Investment Funds.

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

Our direct investing platform comprises approximately $11.2 billion of our FPAUM as of March 31, 2026.

Our direct investing platform comprises approximately $14.0 billion of our FPAUM as of June 30, 2026.

• Secondary Investment Funds.

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

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

Our secondary investment funds comprise approximately $3.3 billion of our FPAUM as of March 31, 2026.

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

Our secondary investment funds comprise approximately $3.4 billion of our FPAUM as of June 30, 2026.

Operating Segments

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

Our acquisition of Stellus expanded our capabilities to include sponsor-backed direct lending focused on the lower-middle market.

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

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

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

fostering deeper manager relationships.

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

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

We believe the growing number of private markets' focused

fund managers increases the operational burden on investors and will lead to a greater reliance on highly trusted advisors to help investors navigate the complexity associated with multi-asset class manager selection.

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

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

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

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

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

Our ability to obtain debt with acceptable terms will be influenced by the corporate debt markets and prevailing interest rates, as well as our current credit worthiness.

Our ability to obtain debt with acceptable terms will be influenced by the corporate debt markets and prevailing interest rates, as well as our current creditworthiness.

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

• Increased competition to work with top private fund managers.

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

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

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

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See Significant Accounting Policies in Note 2 of our consolidated financial statements for additional information regarding the way revenues are recognized.

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

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

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

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

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

Fee schedules are generally fixed and set for the expected life of the funds, which typically are between

ten and fifteen years.

These fees are typically staged to decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to investors.

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

Such incentive fees are classified as management fees in the Consolidated Statements of Operations as they reflect the management and advisory services provided for the respective quarter, not subject to repayment, and cash-settled each quarter.

We also earn revenues through catch-up fees on the funds we manage.

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Incentive fees consist of carried interest income from a pre-acquisition legacy managed fund.

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.

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

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Operating Expenses

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

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

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

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

Guarantee, and accrued expenses related to litigation and regulatory activity as necessary, which would be discussed in Note 14 of our consolidated financial statements.

Other income includes any income/(loss) from unconsolidated subsidiaries, interest income earned from bank accounts across management companies, the loss recognized for the conversion of the right to receive 15% of net management fee earnings to a 15% equity interest in Bonaccord, remeasurement of the contingent loss related to the Clifford Guarantee, and accrued expenses related to litigation and regulatory activity as necessary, which would be discussed in Note 14 of our consolidated financial statements.

Income Tax Expense

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Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is more likely than not to be realized.

The Company expects to fully utilize the net operating losses and become a federal tax payer in 2026

The Company expects to fully utilize the net operating losses and become a federal taxpayer in 2026.

Fee-Paying Assets Under Management, or FPAUM

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Results of Operations

For the three months ended March 31, 2026 and March 31, 2025.

For the Three Months Ended March 31,

For the three and six months ended June 30, 2026 and June 30, 2025.

For the Three Months Ended June 30,

For the Six Months Ended June 30,

(in thousands)

Management and advisory fees

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Interest expense, net

Other (losses) gains

Total other (expense)

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Income tax expense

Three Months Ended March 31, 2026 and March 31, 2025

Our revenue is composed almost entirely of recurring management and advisory fees, with the vast majority of fees earned on committed capital that is typically subject to ten to fifteen year lock up agreements, therefore our average fee rates have remained stable at approximately 1% of average FPAUM for the three months ended March 31, 2026 and March 31, 2025.

For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, revenues increased by $7.4 million or 11% due to higher management and advisory fees across the Company.

Management and advisory fees increased by $6.9 million, or 10%, to $73.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to continued fundraising and deployed capital and 18% growth in average FPAUM across the Company as well as the acquisition of Qualitas in the second quarter of 2025.

Catch up fees for the three months ended March 31, 2026 were $0.8 million.

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

Other revenues, which represent ancillary elements of our business, increased by $0.5 million or 52% to $1.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 driven primarily by an increase of $0.3 million of income associated with one-time ancillary services performed for certain funds in other revenue as well as an increase of $0.1 million of consulting and referral fees.

For the Three Months Ended March 31,

Three Months Ended June 30, 2026 and June 30, 2025

Our revenue is composed almost entirely of recurring management and advisory fees, with the vast majority of fees earned on committed capital that is typically subject to ten-to-fifteen-year lock-up agreements;

therefore our average fee rates have remained stable at approximately 1% of average FPAUM for the three months ended June 30, 2026 and June 30, 2025.

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025, revenues increased by $8.2 million or 11% due to higher management and advisory fees across the Company.

Management and advisory fees increased by $8.0 million, or 11%, to $79.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to continued fundraising and deployed capital and 19% growth in average FPAUM across the Company.

The acquisition of Stellus is included in the second quarter of 2026 but is nominal in impact as Stellus was only included for eight days of the quarter.

Catch-up fees for the three months ended June 30, 2026 were $2.2 million.

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

For the Six Months Ended June 30, 2026 and June 30, 2025

therefore our average fee rates have remained stable at approximately 1% for the six months ended June 30, 2026 and June 30, 2025.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025, revenues increased by $15.6 million or 11% primarily due to higher management and advisory fees across the Company.

Management and advisory fees increased by $14.9 million, or 11%, to $153.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

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

Catch-up fees for the six months ended June 30, 2026 were $3.0 million associated with the fund closings at Bonaccord, Qualitas, RCP, and TrueBridge.

Other revenues increased by $0.7 million or 32% to $2.8 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily driven by an increase of $0.5 million of income associated with ancillary services performed for certain funds in other revenue.

For the Three Months Ended June 30,

For the Six Months Ended June 30,

OPERATING EXPENSES

(in thousands)

Compensation and benefits

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Operating Expenses

For the Three Months Ended March 31, 2026 and March 31, 2025

Total operating expenses decreased by $1.1 million, or 2%, to $55.4 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This decrease was primarily due to a gain associated with the remeasurement of Qualitas' contingent consideration offset largely by increases in general, administrative, and other as well as compensation and benefits.

Compensation and benefits expense was $38.5 million, for the three months ended March 31, 2026, a $1.4 million increase compared to the three months ended March 31, 2025.

This included a $1.4 million increase in compensation and benefits related to the Qualitas acquisition paired with a $3.3 million increase related to increases in headcount and associated benefits across the Company, as well as merit-based compensation to retain and motivate talent across the Company.

These increases were offset by the $3.5 million decrease associated with the WTI EBITDA bonus and the second hurdle of the WTI earn-out no longer being probable of achievement prior to the three months ended March 31, 2025.

Professional fees decreased by $0.7 million, or 11%, to $5.8 million primarily driven by a decrease in legal services associated with the Qualitas acquisition in 2025.

General, administrative and other increased by $2.9 million, or 42%, to $9.7 million, due primarily to a $2.0 million increase associated with the Qualitas acquisition as well as $0.5 million increase associated with ongoing enhancements to infrastructure, technology, premises, and security across the Company as well as $0.3 million increase in marketing efforts and $0.1 million increase in depreciation expense.

Contingent consideration gain increased by $4.0 million related to the remeasurement of Qualitas' contingent consideration for the three months ended March 31, 2026 due to updated assumptions associated with the fair value of the contingent consideration liability.

Amortization of intangibles increased by $0.1 million, or 2%, to $5.4 million, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

This is due to the inclusion of amortizing intangibles related to the Qualitas acquisition in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 and offset by decreases at ECG, Five Points, RCP, TrueBridge, and WTI.

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

For the Three Months Ended June 30, 2026 and June 30, 2025

Total operating expenses increased by $8.2 million, or 15%, to $63.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

This increase was primarily due to an increase in remeasurement of contingent consideration expense, general, administrative, and other expenses, as well as compensation and benefits expense, offset by slight decreases in professional fees and amortization of intangibles.

Compensation and benefits expense increased by $6.6 million, or 21%, to $38.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

This was primarily driven by a $6.0 million increase in compensation expense due to the reversal of expense related to the second hurdle of the WTI earnout no longer being probable of achievement for the three months ended June 30, 2025.

Additionally, this increase was paired with a $2.5 million increase in general compensation expense in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

This increase was offset by a $1.9 million decrease in stock compensation primarily related to the 2025 grant of Additional Bonaccord Units stock compensation expense being recognized with the tranche method, which had a decrease in expense in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Professional fees decreased by $0.7 million, or 10%, to $6.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

This was primarily driven by a decrease in legal fees associated with the Company's strategic transactions along with acquisition activity in the three months ended June 30, 2025 compared to the legal fees associated primarily with the Company's acquisition activity in the three months ended June 30, 2026.

Remeasurement of contingent consideration expense increased by $1.1 million to $2.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

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

General, administrative, and other increased by $1.5 million, or 17%, to $10.3 million, due primarily to placement agent fees due to successful fundraising across the Company, as well as increases in ongoing enhancements to infrastructure, technology, and security, and additional rent expense as well as associated office maintenance.

Amortization of intangibles decreased by $0.3 million, or 5%, to $5.8 million, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.

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

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

The decreases at Five Points, RCP, TrueBridge, and WTI are driven by asset management fee contracts' amortization schedule, which is based on projected revenues at the time of acquisition.

Strategic alliance expense decreased by $0.7 million to $0 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

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

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

For the Six Months Ended June 30, 2026 and June 30, 2025

Total operating expenses increased by $7.2 million, or 6%, to $118.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

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

Compensation and benefits expense increased by $8.0 million, or 12%, to $77.2 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

This was driven by a $2.5 million increase in compensation expense due to the second tranche of the WTI earn-out no longer being probable of achievement in the six months ended June 30, 2025 paired with a $0.4 million increase in stock compensation, primarily driven by an increase in average outstanding unvested management stock awards.

Additionally, this increase was paired with a $5.1 million increase in general compensation expense in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 related to an increase in headcount and associated benefits across the Company, as well as merit-based compensation to retain and motivate talent across the Company.

Professional fees decreased by $1.4 million, or 10%, to $11.9 million.

The primary driver for the decrease in professional fees for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was a decrease in legal expenses associated with acquisition activity and other strategic transactions during the six months ended June 30, 2026 compared to the legal fees associated with the Company's acquisition activity and other strategic transactions in the three months ended June 30, 2025.

Remeasurement of contingent consideration decreased by $2.9 million to a gain of $1.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

This was primarily driven by updated assumptions associated with the Qualitas earnout.

General, administrative and other increased by $4.4 million, or 28%, to $20.0 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

This was primarily driven by placement agent fees due to successful fundraising across the Company, as well as ongoing enhancements to infrastructure, technology, and security, and additional rent expense as well as associated office maintenance.

Amortization of intangibles decreased by $0.2 million, or 2%, to $11.2 million, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

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

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

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

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

Strategic alliance expense decreased by $0.7 million, or 100%, to $0.0 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

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

Other (Expense)/Income

For the Three Months Ended March 31, 2026 and March 31, 2025

Other expense decreased by $0.3 million, or 5%, to $5.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

This decrease was driven by a gain of $0.2 million for the remeasurement of contra-revenue put option related to incremental fees for the Clifford Guarantee in the three months ended March 31, 2026 compared to an expense of $0.2 million for the remeasurement of contra-revenue put option related to incremental fees for the Clifford Guarantee in the three months ended March 31, 2025.

This gain was offset slightly by a $0.2 million decrease in income related to interest earned for the management company's cash in money market accounts for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

For the Three Months Ended June 30, 2026 and June 30, 2025

Other expense decreased by $5.3 million, or 44%, to $6.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

This decrease was driven by a $6.5 million loss recognized for the conversion of the right to receive 15% of net management earnings to a 15% equity interest in Bonaccord in the three months ended June 30, 2025 offset by a $0.9 million decrease in income from unconsolidated subsidiaries and an increase in interest expense of $0.2 million on the debt facility due to a larger outstanding debt balance for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

For the Six Months Ended June 30, 2026 and June 30, 2025

Other expense decreased by $5.7 million, or 31%, to $12.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

This decrease was driven by a $6.5 million increase in expenses included in other gains (losses) related to a loss recognized for the conversion of the Strategic Alliance Agreement to an equity interest in Bonaccord in the three months ended June 30, 2025 offset by a $0.8 million decrease in income from unconsolidated subsidiaries, a $0.4 million decrease related to the remeasurement of the contra-revenue put option related to incremental fees for the Clifford Guarantee, and a $0.2 million increase in interest expense for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Income Tax Expense

For the Three Months Ended March 31, 2026 and March 31, 2025

Income tax expense was $4.0 million for the three months ended March 31, 2026, an increase of $3.7 million from $0.3 million for the three months ended March 31, 2025.

This increase was mainly due to higher income and a discrete tax shortfall in the stock-based compensation-related tax costs in the three months ended March 31, 2026.

For the Three Months Ended June 30, 2026 and June 30, 2025

Income tax expense was $2.4 million for the three months ended June 30, 2026, an increase of $1.1 million from $1.3 million for the three months ended June 30, 2025.

This increase was primarily due to increased income and a decrease in windfall deduction related to the stock-based compensation in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

For the Six Months Ended June 30, 2026 and June 30, 2025

Income tax expense increased by $4.8 million to $6.5 million for the six months ended June 30, 2026 compared to an expense of $1.6 million for the six months ended June 30, 2025.

The increase was primarily due to increased income and a decrease in the stock-based compensation-related tax benefit in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

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

For the three months

ended March 31,

ended June 30,

For the six months

ended June 30,

(in millions)

Balance, Beginning of Period

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Capital deployed (2)

Net Asset Value Change (3)

Impact of exchange rate movements

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(1) Represents new commitments from funds that earn fees on a committed capital fee base.

(2) In certain vehicles, fees are based on capital deployed, as such increasing FPAUM.

FPAUM as of March 31, 2026

FPAUM increased by $1.5 billion, or 5%, to $31.0 billion for the three months ended March 31, 2026, due primarily to an increase in capital raised and capital deployed from our private equity and venture capital solutions, which was offset by a decline of fees related to scheduled fee stepdowns and expirations of fees.

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

(2) In certain vehicles, fees are based on capital deployed, thereby increasing FPAUM.

FPAUM as of June 30, 2026

FPAUM increased by $4.9 billion to $34.3 billion for the three months ended June 30, 2026, due to the acquisition of Stellus and an increase in capital raised and capital deployed from our private equity and private credit solutions, which was offset by a decline in fees related to scheduled fee stepdowns and expirations of fees.

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

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

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These are not measures of financial performance under GAAP and should not be construed as a substitute for the most directly comparable GAAP measures, which are reconciled below.

These measures have limitations as analytical tools, and when assessing our operating

performance, you should not consider these measures in isolation or as a substitute for GAAP measures.

These measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these measures in isolation or as a substitute for GAAP measures.

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

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

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

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

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

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• The cost of financing our business;

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

• Expenses related to one-time technical accounting matters

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

• One-time expenses related to restructuring of the management team including placement/search fees, as well as expenses related to one-time technical accounting matters;

• 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, as well as bonuses paid to employees directly related to the acquisition;

• The effects of income taxes;

• Non-fee related income.

The cash income taxes paid during the three months ended March 31, 2026 and March 31, 2025 differ significantly from the net income tax expense, which is primarily comprised of deferred tax expense as described in the results of operations.

For the Three Months Ended March 31,

The cash income taxes paid during the three months ended June 30, 2026 and June 30, 2025 as well as during the six months ended June 30, 2026 and June 30, 2025 differ significantly from the net income tax expense, which is primarily comprised of deferred tax expense as described in the results of operations.

For the Three Months Ended June 30,

For the Six Months Ended June 30,

(in thousands)

Depreciation & amortization

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Fee-Related Earnings

Strategic alliance noncontrolling interests expense

Non-fee related income

Noncontrolling interests expense

Cash interest expense

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Debt obligations

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

There was a decrease in goodwill and intangible assets of $7.6 million due to amortization of intangibles during the three months ended March 31, 2026.

Remaining total assets decreased in the same period by $12.1 million.

The decrease is primarily driven by a decrease in prepaid expenses and other assets associated with the purchase of allocable state tax credits of $3.5 million and a decrease of $2.7 million associated with payments received in the first quarter of 2026 for outstanding receivables as of December 31, 2025 paired with a $1.8 million amortization of contingent payments to customers assets and usage of $2.7 million in deferred tax assets, net.

Debt obligations increased by $1.8 million which is driven by $5.5 million of net drawn revolver activity for general operations offset by $4.1 million of principal repaid on the term loan.

The $8.9 million increase in cash and cash equivalents is discussed below in the "Cash Flows" section.

There was an increase in goodwill and intangible assets of $219.6 million due to the Stellus acquisition.

Remaining total assets decreased in

the same period by $3.7 million.

The decrease was driven by the sale of allocable state tax credits and the use of right-of-use assets and deferred tax assets offset by an increase in accounts receivable and accounts receivable from related parties which was primarily due to ECG's Advisory Agreement with Enhanced PC.

Accrued compensation and benefits increased by $5.2 million which was primarily driven by the accrual of merit-based compensation to retain and motivate talent across the Company.

Debt obligations increased by $117.6 million, which was driven by revolver activity due to the Stellus acquisition that closed in June 2026.

Liquidity and Capital Resources

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

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, 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.

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

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

As of March 31, 2026, the Term Loan with a balance of $316.9 million is incurring interest at a weighted average Adjusted Term SOFR Rate of 6.40%.

As of March 31, 2026, the New Revolving Facility is split into five tranches.

As of June 30, 2026, the Term Loan with a balance of $312.8 million is incurring interest at a weighted average Adjusted Term SOFR Rate of 6.27%.

As of June 30, 2026, the New Revolving Facility is split into five tranches.

The total principal outstanding is $181.0 million and the weighted average SOFR rate amongst the tranches is 6.26%.

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

The Amended and Restated Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require Ridgepost to maintain a minimum FPAUM of the sum of $16.7 million plus 70% of the aggregate amount of FPAUM acquired or not constituted as organic growth as well as a minimum leverage ratio of less than or equal to 3.50.

As of March 31, 2026, Ridgepost was in compliance with its financial and other covenants required under the facility.

The Company has incurred $6.0 million in interest expense for the three months ended March 31, 2026.

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The following table reflects our cash flows for the three months ended March 31, 2026 and 2025:

For the Three Months

Ended March 31,

The Amended and Restated Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require Ridgepost to maintain a minimum FPAUM of the sum of $16.7 million plus 70% of the aggregate amount of FPAUM acquired or not constituted as organic growth as well as a maximum leverage ratio of less than or equal to 3.50.

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

The Company has incurred $12.2 million in interest expense for the six months ended June 30, 2026.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

The following table reflects our cash flows for the six months ended June 30, 2026 and 2025:

For the Six Months

Ended June 30,

(in thousands)

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Net cash used in investing activities

Net cash (used in) provided by financing activities

Net cash provided by financing activities

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

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Operating Activities

Three Months Ended March 31, 2026 and March 31, 2025

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

Cash from operating activities increased by $21.8 million to $17.1 million provided by operating activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

For the three months ended March 31, 2026, our net cash provided by (used in) operating activities was driven primarily by receipts of management fees and advisory fees, the sale of allocable state tax credits and offset by payment of operating expenses, which includes professional fees, compensation and benefits, as well as general, administrative and other expenses.

Six Months Ended June 30, 2026 and June 30, 2025

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

Cash from operating activities increased by $32.8 million to $41.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The change in our cash provided by operating activities was driven primarily by receipts of management fees and advisory fees as well as sales of allocable state tax credits, offset by purchases of allocable state tax credits and payment of operating expenses, which includes professional fees, compensation and benefits, as well as general, administrative and other expenses.

Investing activities

Three Months Ended March 31, 2026 and March 31, 2025

The cash used in investing activities decreased by $0.8 million, or 64%, to ($0.5) million, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

This decrease in cash used in investing activities was due to purchases of additional property and equipment in the first quarter of 2025 as compared to the first quarter of 2026.

Six Months Ended June 30, 2026 and June 30, 2025

The cash used in investing activities increased by $84.7 million to $127.7 million, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

This increase in cash used in investing activities was due to the Stellus acquisition in 2026 compared to the Qualitas acquisition in 2025.

Financing Activities

Three Months Ended March 31, 2026 and March 31, 2025

Cash used in financing activities for the three months ended March 31, 2026 was $15.6 million, as compared to cash from financing activities of $13.3 million for the three months ended March 31, 2025.

The change is driven by fewer borrowings in 2026 as compared to 2025 due to the acquisition of Qualitas in April 2025.

Six Months Ended June 30, 2026 and June 30, 2025

Cash from financing activities increased by $94.0 million to $94.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

The change is driven by net borrowing activity on the Company's credit facilities and the change in open market Class A share repurchases during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Future Sources and Uses of Liquidity

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

As of March 31, 2026, the Board has approved $157.0 million since inception of the program for repurchase under the Share Repurchase Program.

As of June 30, 2026, the Board has approved $157.0 million since inception of the program for repurchase under the Share Repurchase Program.

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

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

and other factors.

As of March 31, 2026, $142.0 million has been spent to buy back shares and there was $15.0 million remaining for authorized repurchases under this program.

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

As of June 30, 2026, $142.0 million has been spent to buy back shares and there was $15.0 million remaining for authorized repurchases under this program.

Off Balance Sheet Arrangements

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Actual results could differ from those estimates.

We believe the following critical accounting policies could potentially produce materially different results if we were to change the underlying assumptions, estimates, or judgments.

We believe the following critical accounting policies could

potentially produce materially different results if we were to change the underlying assumptions, estimates, or judgments.

See Note 2 of our consolidated financial statements for a summary of our significant accounting policies.

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The Company establishes reserves for any estimated credit losses with a corresponding charge in the Consolidated Statements of Operations.

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

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

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 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.

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 the 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.

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

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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 obligations 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 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 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 a percentage of gross assets, fees based on assets under management.

At contract inception, no revenue is estimated as the fees are dependent variable amounts which are susceptible to factors outside of our control.

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

The Company does not adjust the promised amount of consideration for the effects of a significant financing component if, at each contract inception the Company expects that the period between services being provided and cash collection would be less than one year.

The Company does not adjust the promised amount of

consideration for the effects of a significant financing component if, at each contract inception the Company expects that the period between services being provided and cash collection would be less than one year.

To the extent the Company determines that there is a significant financing component in a contract with a customer, it determines the impact of the time value of money in adjusting the transaction price to account for the income associated with the financing component by estimating the discount rate that would be reflected in a separate financing transaction between the customer and the Company at contract inception, based upon the credit characteristics of the customer receiving financing in the contract.

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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 either a service period or both a service period and performance condition is recorded ratably over the vesting period at the fair market value on the grant date.

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

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 of 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 either a service period or both a service period and a performance condition is recorded ratably over the vesting period at the fair market value on the grant date.

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

For awards with graded vesting 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.

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Accrued Compensation and Benefits

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

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

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

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

The acquisition-related earnout for WTI is an earnout payment of up to $70.0 million in cash and common stock that 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.

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

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

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

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

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

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On December 23, 2024, the Company became a guarantor for a related party on a related put option and call option with the same third-party customers and terms.

The Company would be required to settle either the put or call options if either are exercised and the related party does not have the means to settle themselves.

The Company’s accrued contingent liabilities are recognized once determined that it is probable the Company would need to settle as guarantor and estimable and would record a loss at the same time.

The Company would be required to settle either the put or call options if either is exercised and the related party does not have the means to settle itself.

The Company’s accrued contingent liabilities are recognized once it is determined that it is probable the Company would need to settle as guarantor and estimable and a loss would be recorded at the same time.

The Company will reassess at each reporting period and recognize all changes.

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

For business acquisitions, the Company recognizes the fair value of goodwill and other acquired intangible assets and estimated contingent consideration at the acquisition date as part of purchase price.

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

Qualitative and Quantitative Disclosures about Market Risk.

In the normal course of business, we are exposed to a broad range of risks inherent in the financial markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, and counterparty risk.

Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of our investment approach, investment strategies or other business activities that are designed to benefit, either in relative or absolute terms, from periods of economic weakness, tighter credit or financial market dislocations.

Our predominant exposure to market risk is related to our role as general partner or investment manager for our specialized investment vehicles and the sensitivities to movements in the fair value of their investments and overall returns for our investors.

Since our management fees are generally based on commitments or net invested capital, our management fee and advisory fee revenue is not significantly impacted by changes in investment values, but unfavorable changes in the value of the assets we manage could adversely impact our ability to attract and retain our investors.

Fair value of the financial assets and liabilities of our specialized investment vehicles may fluctuate in response to changes in the value of underlying assets, and interest rates.

Interest Rate Risk

As of March 31, 2026, we had $316.9 million in outstanding principal in Term Loans under our Term Loan and $61.5 million under our Revolving Credit Facility.

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

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

The collar has a notional amount of $211.3 million, effective as of September 30, 2025, and a termination date of August 1, 2028.

The collar references the 3-month USD-SOFR-CME Term rate, with a cap strike rate of 4.25% and a floor strike rate of 2.31%.

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

We estimate that a 100-basis point increase in the interest rate would result in an approximately $2.7 million increase in interest expense related to the loan over the next 12 months.

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements.

In such agreements, we depend on the respective counterparty to make payment or otherwise perform.

We generally endeavor to minimize our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions.

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

Exchange Rate Risk

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

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

dollars that hold investments denominated in foreign currencies.

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

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

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

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

dollar as of March 31, 2026 would not result in a material change to management fees or investments, and would be largely offset by the currency conversions of the expenses denominated in foreign currencies.

Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is

accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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

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

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

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

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

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Legal Proceedings.

The information required with respect to this item can be found under “Contingencies” in Note 13, Commitments and Contingencies, to our consolidated financial statements included elsewhere in this annual report, and such information is incorporated by reference into this Item 1.

Risk Factors.

There have been no material changes from the risk factors previously disclosed in “Risk Factors” included in our annual report on Form 10-K for the year ended December 31, 2025.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis