GCMG 10-K & 10-Q changes, risk factors and insider trading

If we fail to meet the expectations of our clients or our funds otherwise experience poor investment performance, whether due to general economic and financial conditions, our investment acumen or otherwise, our ability to retain existing assets under management and attract new clients could be materially adversely affected. In turn, the management fees and incentive fees that we would earn would be reduced and our business or financial condition would suffer, thus negatively impacting the price of our Class A common stock. Furthermore, even if the investment performance of our funds is positive, our business or financial condition and the price of our Class A common stock could be materially adversely affected if we are unable to attract and retain additional assets under management consistent with our past experience, industry trends or investor and market expectations.

Investors in our open-ended, specialized funds may generally redeem their investments on an annual or quarterly basis following the expiration of a specified period of time when capital may not be withdrawn, subject to the applicable fund’s specific redemption provisions. In addition, the boards of directors of the investment companies we manage could terminate our advisory engagement of those companies on as little as 30 days’ prior written notice. In a declining market, the pace of redemptions from our open-ended, specialized funds, and consequently our assets under management, may accelerate as investors seek to limit the losses on their investments or rely upon the liquidity provided by our funds in order to satisfy other obligations these investors may have elsewhere in their portfolios. To the extent appropriate and permissible under a fund’s governing agreements, we may limit or suspend redemptions or otherwise take steps to limit the impact of redemptions on our funds during a redemption period, which may have a negative reputational impact on us. See “— Risks Related to Our Funds — Hedge fund investments are subject to numerous additional risks.” The decrease in revenues that would result from significant redemptions in our open-ended, specialized funds could have a material adverse effect on our business, financial condition and results of operations. In addition, the occurrence of such an event would likely have a negative reputational impact on us.

•some of our competitors may be more successful than us in the development and implementation of new technologytechnology, including artificial intelligence technology, to service clients and to address investor demand for product and strategy innovation;

Our revenues in any given period are dependent in part on the size of our FPAUM in such period. For our closed-ended funds, the revenues that we earn are driven in part by the amount of capital invested or committed for investment by our clients, our fundraising efforts and the pace at which we make investments on behalf of certain of our funds. Declines in the pace or the size of fundraising efforts or investments reduce our revenues. The alternative asset investing environment continues to see increased competition, which can make fundraising and the deployment of capital more difficult. The impact of a decline in the pace or size of fundraising efforts is particularly adverse for funds where management fees are calculated on invested capital, as slower deployment reduces or defers management fee accruals, and may also delay carried interest or incentive fees. In addition, many other factors cause declines in the pace of investment, including a market environment characterized by high prices or uncertainty, the unavailability of suitable opportunities for investors and clients to exit existing investments and redeploy realized capital into new investments, the inability of our investment professionals to identify attractive investment opportunities, decreased availability of financing on attractive terms or decreased availability of investor capital, including potentially as a result of a challenging fundraising environment or heightened requests for redemptions, and our failure to consummate identified investment opportunities because of business, regulatory or legal complexities or uncertainty and adverse developments in the U.S. or global economy or financial markets. In addition, if we are unable to deploy capital at a pace that is sufficient to offset the pace of realizations that we return to our clients, our fee revenues could decrease.

We maintain operations in the U. K.,U.K., Germany, Canada, Hong Kong, Japan, South Korea, and Australia among other places, and may grow our business into new regions with which we have less familiarity and experience, and this growth is important to our overall success. In addition, many of our clients are non-U.S. entities where we are expected to have a familiarity with the specific legal and regulatory requirements applicable to such clients. We rely upon stable and free international markets, not only in connection with seeking clients outside the U.S. but also in investing client capital in these markets.

•tariffs, terrorism, political hostilities, war, public health crises and other civil disturbances or other catastrophic or pandemic events, which may reduce business activity, threaten the safety of our international offices, employees and clients, and affect our plans to expand in particular regions;

As of December 31, 2024,2025, we had $435.8$431.4 million in long-term debt outstanding. We expect to continue to utilize debt to finance and grow our operations, which will exposeexposes us to the typical risks associated with the use of leverage. An increase in leverage could make it more difficult for us to withstand adverse economic conditions or business plan variances, to take advantage of new business opportunities, or to make necessary capital expenditures. Any portion of our cash flow required for debt service will not be available for our operations, distributions, dividends, stock repurchases or other purposes. Any substantial decrease in net operating cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or force us to modify our operations. During 2024, we increased the amount available to us under the Term Loan Facility, and our level of indebtedness may make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business, regulatory and economic conditions, which could have a material adverse effect on our business, financial condition and results of operations.

•making certain payments in respect of equity interests, including, among others, the payment of dividends and other distributions, redemptions and similar payments, payments in respect of warrants, options and other rights, and payments in respect of subordinated indebtedness;

There can be no assurance that we will be able to maintain leverage levels in compliance with the financial covenants included in our debt instruments. These restrictions may limit our flexibility in operating our business, and any failure to comply with these financial and other covenants, if not waived, would cause a default or event of default. Our obligations under our debt instruments are secured by substantially all of our assets. In the case of an event of default, creditors maycould exercise rights and remedies, including the rights and remedies of a secured party, under such agreements and applicable law, which could have a material adverse effect on our business, financial condition and results of operations.

While the success of our business is not tied to any particular person or group of “key persons,” the success of our business does depend on the efforts, judgment and reputations of our personnel generally, and in particular our experienced and senior personnel in investment, operational and executive functions. Our personnel’s reputation, expertise in investing and risk management,management and relationships with our clients and third parties on which our funds depend for investment opportunities are each critical elements in operating and expanding our business. However, we may not be successful in our efforts to retain our most valued employees, as the market for alternative asset management professionals is extremely competitive. The loss or prolonged absence of one or more members of our senior team could harm our business and jeopardize our relationships with our clients and members of the investing community, and we may not be able to attract, retain, and develop a sufficient number of qualified personnel in future periods. In order to retain and attract qualified investment and operational professionals, we expect to continue to experience a general rise in compensation and benefits expense commensurate with expected growth in headcount and with the need to maintain competitive compensation and benefits levels, which could cause our total employee compensation and benefits expense as a percentage of our total revenue to increase and adversely affect our profitability. Nearly all of our managing directors and many of our executive directors are subject to employment contracts that contain various incentives and restrictive covenants designed to retain these employees for the long-term success of our business, but none of them is obligated to remain actively involved with us. In addition, given recent regulatory developments at both the state and federal level, we may be unable to enforce the non-competition agreements we have in place with our employees, and there is no guarantee that,that our other arrangements with our employees, such as our non-solicitation agreements, will be enforceable or will prevent our employees from leaving, joining our competitors or otherwise competing with us. If any of our personnel were to join or form a competitor, following any required restrictive period set forth in their employment agreements, some of our clients could choose to invest with that competitor rather than in our funds. The loss of the services of one or more members of our senior team could have a material adverse effect on our business, financial condition and results of operations, including on the performance of our funds, our ability to retain and attract clients and highly qualified employees and our ability to raise new funds. AnyMembers of our senior team have left the firm in the past and others may do so in the future. While we cannot predict the impact that the departure of any single member of our senior team will have on our ability to achieve our investment objectives, any change to our senior management team could have a material adverse effect on our business, financial condition and results of operations.

To the extent we enter into new lines of business and new geographic markets, we have in the past and will continue to face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of clients due to the perception that we are no longer focusing on our core business.

We maintain detailed information regarding investments that we monitor and report on for our funds. We rely on our database of investment information to provide regular reports to our clients, to research developments and trends in the markets and to support our investment processes. We also rely on the strength of our relationships to encourage voluntary data sharing and engagement on certain topics. We depend on the continuation of our relationships with the investment managers of the underlying funds and investments in order to maintain current data on these investments and market activity. The termination of such relationships or the imposition of restrictions on our ability to use the investment-related information we obtain in connection with our investing, monitoring and reporting services could adversely affect our business, financial condition and results of operations.

We rely on the storage, transmission, and other processing of confidential and other sensitive information, including personal data and proprietary information in our computer systems, hardware, software, technology infrastructure and online sites and networks, and those of our service providers and their vendors (collectively, “IT Systems”). In the ordinary course of our business, we collect and store a range of data, including our proprietary business information and intellectual property, and personally identifiable information of our employees, our clients and other third parties, in our cloud applications and on our networks, as well as our services providers’ systems. Additionally, we are required to provide sensitive information to government agencies, including biographical, financial and tax information relating to our personnel or investments to comply with anti-money laundering and other legal requirements. We, our service providers, government agencies and their vendors face various and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and personal data and proprietary information that we, or they, process. These include ongoing cybersecurity threats and attacks on our and their IT Systems that are intended to gain unauthorized access to our sensitive or proprietary information, destroy data or disable, degrade or sabotage our systems, and risks from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists. Cyberattack techniques are continually evolving, may not immediately be recognized and can originate from a wide variety of sources, including remote areas of the world, making them difficult to detect. For example, threat actors could impersonate us or our employees through the use of artificial intelligence technologies, and such technologies make such impersonation more likely to occur or appear more credible. There has been an increase in the frequency, sophistication and ingenuity of the cybersecurity threats we, our service providers and their vendors face. Cyberattacks are accelerating on a global basis in both frequencyfrequency, pace and magnitude and threat actors are becoming increasingly sophisticated in using techniques and tools – including artificial intelligence – that circumvent security controls, evade detection and remove forensic evidence. The rapid evolution and increased availability of artificial intelligence may intensify cybersecurity risks by making such attacks and other cybersecurity incidents more difficult to detect, contain, and mitigate. Advancements in emerging technologies, such as artificial intelligence or quantum computing, may also be used by cyber criminals to increase the variety and effectiveness of cyberattack techniques, enhance the pace of such attacks, and increase the severity of the damage they cause.

Our and our third-party service providers’ IT Systems are also vulnerable to unauthorized or unlawful access, theft, misuse, social engineering/phishing, computer viruses, bugs, ransomware or other malicious code, employee, vendor or contractor error or malfeasance, technological error and other events that could have a negative impact on the security, confidentiality, integrity and availability of our IT Systems and data. In recent years, there has been a significant increase in ransomware and other hacking attempts by cyber-criminals. We and our employees have been and expect to continue to be the target of “phishing” attacks, and the subject of impersonations and fraudulent requests for money, and other forms of activities. Further, we allow for hybrid and remote office work, which introduces operational risks, including heightened cybersecurity risk, as remote working environments can be less secure and more susceptible to cyberattacks due to cybersecurity risks associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. Additionally, any integration of artificial intelligence in our or our third-party service providers’ operations, products or services poses new or unknown cybersecurity risks and challenges. As a result of these different cybersecurity risks and threats, we may be unable to anticipate, detect, investigate, remediate or recover from cybersecurity incidents and attacks, or avoid a material adverse impact to our IT Systems, data or business.

In addition, cybersecurity has become a focus for regulators around the world.regulators. For example, the SEC adopted rules on the Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies that enhancesenhance and standardizesstandardize disclosures for public companies with regards to their cybersecurity risk strategy,management, managementstrategy and governance reporting,governance, and hasrequire alsothe disclosure of material cybersecurity incidents. In addition, the SEC adopted amendments to Regulation S-P (the privacy regulations applicable to financial institutions, including investment advisers) thatthat, will, amongstamong other things, require the adoption of additional written policespolicies and procedures to detect, respond to and recover from cybersecurityunauthorized incidentsaccess to or use of customer information and mandate notification to clients and customers in the event of certain data breaches.security In addition, the SEC has proposed rules regarding cybersecurity requirements that apply to registered investment advisers and funds that would, among other things, require broker-dealers and investment advisers to eliminate or neutralize the effect of certain conflicts of interest associated with their use of artificial intelligence and other technologies that optimize for, predict, guide, forecast or direct investment-related behaviors or outcomes, adopt and implement cybersecurity policies and procedures, enhance disclosures concerning incidents and risks in regulatory filings, and to promptly report certain cybersecurity incidents to the SEC.incidents. These adopted rules increase our compliance costs and potential regulatory liability related to cybersecurity, and these proposed rules, if passed, would subject us to additional risk of regulatory enforcement and could further increase our compliance costs, require changes to our business practices and policies,policies orand may otherwise affect our business, operations and financial condition.

We are dependent on the effectiveness of our and our service providers’ information security policies, procedures and capabilities designed to protect our and their IT Systems and the data such systems contain or transmit. Further, we cannot guarantee that these measures, and our cybersecurity risk management program and processes, will be fully implemented, complied with or effective in protecting our IT Systems and confidential information or that attempted security incidents or disruptions would not be successful or damaging. Even if the vulnerabilities that lead to any incident are identified, we may be unable to adequately investigate or remediate due to threat actors using tools (including artificial intelligence) and techniques that are designed to circumvent controls, avoid detection and remove or obfuscate forensic evidence. A cyberattack could persist undetected over an extended periodsperiod of time and may not be mitigated in a timely manner to prevent or minimize the impact on us. Attacks on our IT Systems could enable threat actors to gain unauthorized access to and steal our sensitive, personal or proprietary information, destroy data or disable, degrade or sabotage our systems or divert or otherwise steal funds. Attacks could range from those common to businesses generally to those that are more advanced and persistent, which may target us because members of our senior management team may have public profiles or because, as an alternative asset management firm, we hold a significant amount of confidential, personalconfidential and sensitive information about our clients and investments.

Rapidly developing and changing privacy and cybersecurity laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.

We are subject to various requirements, risks and costs associated with the collection, storage, transmission, disclosure and other processing of personal data and other sensitive and confidential information. Personal data is generally defined as information that can be used to identify, locate or contact a natural person or otherwise be associated with such natural person, including names, photos, email addresses, or computer IP addresses. This data is wide ranging and relates to our clients, employees, counterparties and other third parties. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurityprivacy or the protection and processing of personal data, creating an overlapping patchwork of legislation that is always evolving and subject to differing interpretations.

For example, in the U.S., our compliance obligations include those relating to state laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”), which provides for enhanced privacy rights for California residents, such as the right to opt out of certain processing of their personal information, and is enforced by the California Attorney General and the California Privacy Protection Agency, with statutory fines and damages. The CCPA offersprovides a private right of action for certain data breaches and imposes a range of other compliance obligations.obligations, and its implementing regulations continue to evolve. In addition, a growing number of other states,states includinghave Colorado,enacted Virginiacomprehensive consumer privacy laws that impose similar, and Oregon,in havesome passedcases similardiffering, privacy laws, and such laws are continuing to be passed or proposed at the state and federal level,requirements, reflecting a trend toward more stringent and complex data privacy legislation in the U.S. Any actual or perceived failure to comply with these privacy laws could result in civil penaltiespenalties, andprivate litigation, regulatory enforcement actions, increased compliance costs, and/or require us to make changes to our data processing practices.

We are also required to comply with foreign data collection and privacy laws in various non-U.S. jurisdictions in which we have offices or conduct business. For example, we are subject to the European Union General Data Protection Regulation and applicable national supplementing laws (“EU GDPR”) and the United Kingdom General Data Protection Regulations and Data Protection Act 2018 (“U.K. GDPR” and with the EU GDPR, the “GDPR”). Compliance with the GDPR requires us to analyze and evaluate how we handle data in the ordinary course of business, from processes to technology. The GDPR requires, amongstamong other things, providing EU and U.K. data subjects with information about how their personal data will beis used and stored, obtainingcomplying consentwith forrestrictions on certain processing of personal datadata, and beinghonoring indata asubject positionrights, toincluding deleterights informationof ifaccess, requesteddeletion orand if consent were withdrawn.objection. Financial regulators and data protection authorities throughout the EU and U.K. have broad audit and investigatory powers under the GDPR to probe how personal data is being used and processed. Many other countries and jurisdictions have enacted similar privacy laws. For example, Canada has proposed reforms to its comprehensive federal privacy law, the Personal Information Protection and Electronic Documents Act, though such reforms have not yet been enacted. The Canadian province of Quebec has passed its own privacy law, known as Quebec Law 25, which further restricts how companies may process the personal information of residents of those jurisdictions. Failure to comply with these international privacy laws can result in civil penalties.

Under the GDPR and certain other privacy regimes, we are subject to rules regarding cross-border transfers of personal data. Recent legalLegal developments in Europe have created uncertaintyincreased regardingregulatory scrutiny of transfers of personal data from the European Economic Area (“EEA”) and the U.K. to the U.S. and other jurisdictions.jurisdictions, We expectand the existingregulatory legalframework complexity and uncertainty regardinggoverning international personal data transfers continues to continue.evolve.

In particular, we expect the European Commission’s approval of the current EU-US Data Privacy Framework for data transfers to certified entities in the United States to be challenged and international transfers to the U.S. and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators. We currently rely on standard contractual clauses and other transfer mechanisms, including the U.K. International Data Transfer Agreement, for existingcertain intragroup, customer and vendor agreements. As the enforcement landscape in relationrelating to international data transfers furthercontinues develops,to develop and supervisory authorities issue furtheradditional guidance onor internationalimpose datanew transfers,requirements, we could sufferincur additional compliance costs, complaintsface and/orcomplaints, regulatory investigationsinquiries or fines.investigations, or be subject to fines or other sanctions. We may havealso be required to stopmodify usingour data transfer practices, update contractual arrangements, implement additional safeguards, or discontinue the use of certain tools and vendors and make other operational changes, including updating agreements or implementingservice additionalproviders, safeguards,any andof thiswhich could otherwise affect the manner in which we provide our services,services and could adverselyhave affecta material adverse effect our business, operations and financial condition.

Our business activities are subject to extensive and evolving laws, rules and regulations with which we seek to comply, and we are subject to periodic, routine examinations by governmental agencies, including the SEC, and self-regulatory organizations in the jurisdictions in which we operate. Any changes or potential changes in the regulatory framework applicable to our business may impose additional expenses or capital requirements on us, limit our fundraising activities, have an adverse effect on our business, financial condition, results of operations, reputation or prospects, impair employee retention or recruitment and require substantial attention by senior management. CurrentlyRecently adopted rules, as well as proposed new rules and amendments to existing rules and regulationsregulations, by these regulatory bodies and government agencies could significantly impact us and our operations, including by increasing compliance burdens and associated regulatory costs and complexity. In addition, these rules enhance the risk of regulatory action, which could adversely impact our reputation and our fundraising efforts, including as a result of public regulatory sanctions and increased regulatory enforcement activity in the financial services industry. It is impossible to determine the extent of the impact of any new laws, regulations, initiatives or regulatory guidance that may be proposed or may become law on our business or the markets in which we operate, but they could make it more difficult for us to operate our business.

We could also be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof and new tax laws in both U.S. and non-U.S. jurisdictions may be passed with little advance notice. For example, the Inflation Reduction Act of 2022 (the “IRA”) imposes, among other things, a newan excise tax on stock repurchases as discussed below,repurchases, which could adversely affect the amount and/or timing of the tax we may be required to pay. InThe addition,Tax Cuts and Jobs Act, or the TCJA, enacted on December 22, 2017, significantly affected U.S. tax law, including by changing how the U.S. imposes tax on certain types of income of corporations and by reducing the U.S. federal corporate income tax rate to 21%. It also imposed new limitations on several tax benefits, including deductions for business interest, use of NOL carryforwards, taxation of foreign income, and the foreign tax credit, among others. Some provisions of the TCJA have been extended or modified by the “One Big Beautiful Bill Act” (the “OBBBA”) that was signed into law on July 4, 2025. Among other changes, the OBBBA modifies key business tax provisions, including the restoration of 100% bonus depreciation under Section 168(k) of the Code, the restoration of the immediate deduction of U.S. domestic research and experimental expenditures under Section 174A of the Code, the restoration of the EBITDA-based business interest expense limitation under Section 163(j) of the Code, and changes to the computation of taxes related to international operations. We are currently assessing the impact of the OBBBA on us, but the legislation did not have a significant impact on income tax expense in 2025. Furthermore, the Organization for Economic Co-operation and Development (the “OECD”) has announced an accord commonly referred to as “Pillar Two” to set a minimum global corporate tax rate of 15%, which ishas beingbeen or may be implemented in many jurisdictions. The OECD is also issuing guidelines that are different, in some respects, than current international tax principles. IfIn countriesJune amend2025, theirthe taxG7 lawsand tothe adoptU.S. all or partDepartment of the Treasury issued a statement that outlined a shared understanding to exclude U.S. parented groups from certain aspects of the Pillar Two minimum global tax principles. On January 5, 2026, more than 145 countries in the OECD/G20 guidelines,Inclusive Framework agreed to have U.S.-headquartered companies remain subject to only U.S. global minimum taxes while exempting them from Pillar Two. This side-by-side agreement recognizes the tax sovereignty of the United States over the worldwide operations of U.S. companies and the tax sovereignty of other countries over business activity within their borders. However, the precise contours of this mayside-by-side increaseagreement taxas uncertaintywell andas increasethe taxesdetails applicableabout toits usimplementation orby ourspecific stockholders.jurisdictions are uncertain. These and other changes that could be enacted in the future, including changes to tax laws enacted by governments in jurisdictions in which we operate, could result in further changes to the tax laws in which we are subject to and wouldcould materially adversely affect our financial position and results of operations.

In addition, our effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner which they apply to usus, and our funds and our diverse set of business arrangements is often open to interpretation. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. The tax authorities could challenge our interpretation of laws, regulations and treaties, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate. Changes to tax laws may also adversely affect our ability to attract and retain key personnel.

Our business is subject to regulation in the U.S., including by the SEC, the Commodity Futures Trading Commission (the “CFTC”), the Internal Revenue Service (the “IRS”), the Financial Industry Regulatory Authority, Inc. (“FINRA”) and other regulatory agencies, pursuant to, among other laws, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Securities Act, the Internal Revenue Code of 1986, as amended (the “Code”), the Commodity Exchange Act and the Exchange Act. Any change in such regulation or oversight could have a material adverse effect on our business, financial condition and results of operations. The time and attentionattention, as well as the financial costscosts, associated with compliance with these regulations could divert our resources away from managing certain funds’ investment programs, which could adversely affect such funds and their investments. Similarly, the cost of any new compliance obligations attributable to certain funds could increase the financial burden on certain funds to the extent those costs are treated as fund expenses and could reduce distributions. Any legal or regulatory uncertainty with respect to new regulations is likely to result in a diversion of our time and resources as well as expose us to regulatory risk, all of which in turn could negatively impact certain funds and their investments. For example, in 2023 the SEC proposed amendments to the custody rule for registered investment advisers that require, among other things, that advisers that have custody of client funds or securities to maintain those assets with broker-dealers, banks, or other qualified custodians. These rules increase compliance burdens and associated regulatory costs and complexity and reduce the ability to receive certain expense reimbursements or indemnification in certain circumstances.

We regularly rely on exemptions from various requirements of these and other applicable laws. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance by third parties whom we do not control. If, for any reason, these exemptions were to be revoked orrevoked, challenged or otherwise become unavailable to us, including under the new administration, we could be subject to regulatory action or third-party claims, and our business, financial condition and results of operations could be materially and adversely affected. Our failure to comply with applicable laws, regulations or regulatory processes could result in fines, suspensions of personnel or other sanctions, including revocation of our registration as an investment adviser or the registration of our broker-dealer subsidiary. Even if an investigation does not result in sanctions, or results in a sanction imposed against us or our personnel that is small in monetary amount, the adverse publicity relating to the investigation or the imposition of sanctions against us by regulators could harm our reputation and cause us to lose existing clients or fail to gain new clients. The requirements imposed by our regulators under the Advisers Act are designed primarily to protect our clients and are not designed to protect our stockholders.

In the wake of highly publicized financial failures, including the banking failures in 2023, investors exhibited concerns over the integrity of the U.S. financial markets, and the regulatory environment in which we operate isremains subject to further regulation in addition to those rules already promulgated. For example, there are a significant number of regulations that affect our business under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). TheIn recent years the SEC has increased its regulation and scrutiny of the asset management and private equity industries in recent years,industries, focusing on the private equity industry’s fees, allocation of expenses to funds, marketing practices, allocation of fund investment opportunities, disclosures to clients, the allocation of broken-deal expenses, the management of conflicts of interest disclosures, valuation practices and other fiduciary obligations. The SEC has also heightened its focus on the valuation practices employed by investment advisers.advisers, Theand the lack of readily ascertainable market prices for many of the investments made by our funds or the funds in which we invest could subject our valuation policies and processes to increased scrutiny by the SEC.scrutiny. We may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations.

In addition, we are registered as an investment adviser with the SEC and are subject to the requirements and regulations of the Advisers Act. Such requirements relate to,include, among other things, restrictions on entering into transactions with clients, maintaining an effective compliance program, restrictions on incentive fees, solicitation arrangements,arrangements and marketing materials, allocation of investments, recordkeeping andrecordkeeping, reporting requirements, disclosure requirements, limitations on agency cross and principal transactions between an adviser and their advisory clients, as well as fiduciary duties and general anti-fraud prohibitions. As a registered investment adviser, we have fiduciary duties to our clients. Similarly, we are registered as a broker-dealer with the SEC and are a member of FINRA. As such, we are also subject to the requirements and regulations of the Exchange Act and FINRA rules. We regularly are subject to requests for information, inquiries and routine informal or formal examinations by the SEC, FINRA and other regulatory authorities, with which we cooperate. Such examinations can result in fines,fines that can be substantial, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or termination of our investment adviser or broker-dealer registrations or the commencement of a civil or criminal lawsuit against us or our personnel. SEC or FINRA actions and initiatives can have an adverse effect on our financial results. Even if an investigation or proceeding did not result in a sanction, imposed against us or our personnel by a regulator were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm our reputation and cause us to lose existing clients or fail to gain new clients.

In addition, a number of jurisdictions, including the U.S.U.S., have restrictions on foreign direct investment pursuant to which their respective heads of state and/or regulatory bodies have the authority to block or impose conditions with respect to certain transactions, such as investments, acquisitions and divestitures, if such transaction threatens to impair national security. In the U.S., the Committee on Foreign Investment in the U.S. has the authority to review and potentially block, unwind or impose conditions on certain foreign investments in U.S. companies or real estate, which may reduce the number of potential buyers and limit the ability of our funds to realize value from certain existing and future investments. In addition, in August 2023, the former President signed an Executive Order whichwas prohibitsissued directing the U.S. Department of the Treasury to establish restrictions and notification requirements with respect to certain outbound investments by U.S. persons in advanced technology sectors ininvolving Chinacountries and jurisdictions designeddesignated as “countries of concern.concern,” Stateand regulatoryTreasury agencieshas since adopted final regulations implementing this Executive Order, which became effective in 2025. These requirements may alsorestrict or delay certain investments, impose restrictionsadditional oncompliance investmentsand reporting obligations, or otherwise limit our investment activities in certainaffected types of assets, which could affect our ability to find attractive and diversified investments and to complete such investments in a timely manner. Other countries continue to establish and/or strengthen their own national security investment clearance regimes, which could have a corresponding effect of limiting our ability to make investments in such countries. Complying with these laws imposes potentially significant costs and complex additional burdens, and any failure by us, our fundsjurisdiction or the companies in which they invest to comply with them could expose us to significant penalties, sanctions, loss of future investment opportunities, additional regulatory scrutiny and reputational harm.sectors.

Changes to AIFMD in the EU have been adopted,adopted whichand cameentered into force in April 2024,2024; however, EU member states have up to two years afterfollowing publication to transpose the rules into national law.law, Thismeaning meansthat the changes willare expected to apply from April 2026. While the Level 1 AIFMD 2 legislation has been published, the supplementary Level 2 delegated acts, setting out the supporting detail, have not yet been published and are expected throughout 2025.published. These changes could increase the compliance burdens on certain of our funds. Individual member states of the EU have imposed additional requirements that may include internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of depository and custodial requirements. Because some EEA countries have not yet incorporated the AIFMD into their agreement with the EU, we may undertake marketing activities and provide services in those EEA countries only in compliance with applicable local laws. Outside the EEA, the regulations to which we are subject relate primarily to registration and reporting obligations.

Changes to the UK’s version of the AIFMD regime are anticipated, with the UK’s Financial Conduct Authority having indicated that it expected to consult on proposed amendments to AIFMD in the UK induring 2025. This is as a result of the so-called Edinburgh Reforms, wherepursuant to which AIFMD in its current format in the UK willis expected to be repealed at a future, to be determined date, and replaced with an updated UK regime. It is not yet clear as to the potential direction of travel of any amendments to the UK AIFMD regime other than the FCA has previously expressed a preference to make it “more proportionate”. We expect theThe FCA to consultconsulted on these changes induring 2025,2025 and 2026, with any changes taking effect at a future, but as yet unknown, date. Despite not yet having visibility on the substance or scale of any amendment to the UK AIFMD regime, it is likely that it will result in material divergence between the UK and EU regimes, which may increase the compliance burden on, and associated costs to, our funds.

As described above, Brexit and the potential resulting divergence between the U.K. and EU regulatory frameworks may result in additional complexity and costs in complying with AIFMD across both the U.K. and EU.

In addition, itthe current U.S. presidential administration has enacted and is expected thatto thecontinue new administration will seekseeking to enact changes to numerous areas of law and regulations currently in effect. Any such changes could significantly impact our business. Specific legislative and regulatory proposals discussed during election campaigns and morerecent recentlypublic statements that might materially impact our business includeinclude, without limitation, changes to climate policies, trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code, public company reporting requirements, and antitrust enforcement. Changes in U.S. federal policy, including tax policies, andare subject to further uncertainty, as changes at regulatory agencies occur over time through policy and personnel changes following elections, which may lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under the newcurrent administration remain highly uncertain. Future changes may adversely affect our operating environment and therefore our business, financial condition and results of operations. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on our business, including our ability to execute on investment objectives and to receive returns. In addition, any changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing the financial services industry, foreign trade, manufacturing, outsourcing, or development could adversely affect our business. Changes in the control of the U.S. federal legislative and executive branches could result in potential changes in laws and regulations affecting the private equity industry. The likelihood of occurrence and the effect of any such change is highly uncertain and could have an adverse impact on our business.

On August 16, 2022, the IRA was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain other persons (a “covered corporation”). Because we are a Delaware corporation and our securities are trading on the Nasdaq, we are a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury has beenissued given authority to providefinal regulations and other guidance to carry out, and prevent the abuse or avoidance ofof, the excise tax. Our board of directors has approved a share repurchase plan that may be used to repurchase shares of GCMG’s outstanding Class A common stock and warrants in an amount up to $190$255 million.million, as of February 16, 2026. Any repurchases of our stock or other transactions covered by the excise tax described above are potentially subject to this excise tax, which could increase our costs and adversely affect our operating results.

We are also subject to a number of laws and regulations governing payments and contributions to political persons or other third parties, including restrictions imposed by the Foreign Corrupt Practices Act (“FCPA”) as well as trade sanctions and export control laws administered by the Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce and the U.S. Department of State. The FCPA is intended to prohibit bribery of foreign governments and their officials and political parties, and requires public companies in the U.S. to keep books and records that accurately and fairly reflect those companies’ transactions. OFAC, the U.S. Department of Commerce and the U.S. Department of State administer and enforce various export control laws and regulations, including economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals. These sanctions and export control regimes have expanded significantly in recent years and continue to evolve, and these laws and regulations relate to a number of aspects of our business, including servicing existing fund investors, finding new fund investors, and sourcing new investments, as well as activities by the portfolio companies in our investment portfolio or other controlled investments.

Similar laws in non-U.S. jurisdictions, such as EU and U.K. sanctions orregimes and the U.K. Bribery Act, as well as other applicable anti-bribery, anti-corruption, anti-money laundering, or sanctionsanctions or other export control laws in the U.S. and abroad, may also impose stricter or more onerous requirements than the FCPA, OFAC, the U.S. Department of Commerce and the U.S. Department of State, and implementing them may disrupt our business or cause us to incur significantly more costs to comply with those laws. For example, we are subject to the UK Economic Crime and Corporate Transparency Act 2023 (“ECCTA”), which made fundamental changes to the UK’s approach to tackling financial crime. Most significantly, ECCTA introduced new law governing the attribution of criminal liability to corporate entities, which came into force in 2023, and a new corporate offense of failure to prevent fraud, which came into force in 2025. If appropriate systems and controls are not properly implemented, or if we fail to comply with any of the regulations that we are subject to, we could be subject to enforcement actions, which may materially and adversely affect our business prospects, financial condition and results of operations. Different laws may also contain conflicting provisions, making compliance with all laws more difficult. Because different interpretations forof current sanctions lawand export control laws may exist, we could become involved in disputes with respect to actions taken in compliance with our understanding of such laws. If we fail to comply with these laws and regulations, we could be exposed to claims for damages, civil or criminal financial penalties, reputational harm, incarceration of our employees, restrictions on our operations and other liabilities, which could materially and adversely affect our business, results of operations and financial condition. In addition, we may be subject to successor liability for FCPA violations or other acts of bribery, or violations of applicable sanctions or other export control laws committed by companies in which we or our funds invest or which we or our funds acquire. While we have developed and implemented policies and procedures designed to ensure strict compliance by us and our personnel with the FCPA and other anti-corruption, sanctions and export control laws in jurisdictions in which we operate, such policies and procedures may not be effective to prevent violations. Any determination that we have violated the FCPA or other applicable anti-corruption, sanctions or export control laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business, financial condition and results of operations.

Technological developments in artificial intelligence, including machine learning technology and generative artificial intelligence, and their current and potential future applications, including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, are rapidly evolving. The full extent of current or future risks related thereto is not possible to predict. Artificial intelligence could significantly disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs, which could have a material adverse effect on our business, financial condition and results of operations.

We intenduse and plan to availexpand ourselvesour of the potential benefits that are available through artificial technologies, which present a number of potential risks. Data that artificial intelligence applications utilize are likely to contain a degree of inaccuracy and error, which could result in flawed algorithms. This could reduce the effectivenessuse of artificial intelligence tools and technologies in the operation of our business. As with many technological innovations, there are significant risks with deploying these technologies, including, but not limited to, generation of inaccurate results, misappropriation of our confidential information, potential cybersecurity vulnerabilities and regulatory burdens. In particular, if the models underlying our artificial intelligence technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data; used without sufficient oversight and governance; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats, data privacy concerns, or material performance issues, it could adversely impact usour operations, including the performance of our services and business, as well as our operationsreputation. We could also incur liability resulting from the violation of laws or contracts to the extentwhich we rely on the work product of such technology in our operations. There is alsoare a risk that artificial intelligence toolsparty or applicationscivil may be misused or misappropriated by our employees and/or third parties engaged by us.claims.. For example, a user may input confidential information, including material non-public informationinformation, trade secrets, or personal identifiable information, into artificial intelligence technologies, resulting in such information becoming part of a dataset that is accessible by third-party artificial intelligence applications and users, including our competitors. Such actions could subject us to legal and regulatory investigations and/or actions. Further, we may not be able to control how third-party artificial intelligence technologies that we choose to use are developed or maintained, or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions. In addition, we have and may continue to communicate externally regarding artificial technology-related initiatives, including our development and use of artificial intelligence technologies, which subjects us to the risk of being accused of making inaccurate or misleading statements regarding our ability to avail ourselves of the potential benefits of artificial intelligence.

Regulations related to artificial intelligence can also impose certain obligations and costs related to monitoring and compliancecompliance, as certain existing legal regimes, including those related to data privacy, regulate certain aspects of artificial intelligence technology, and new laws regulating artificial intelligence technologies have been enacted or entered into force in jurisdictions that we operate,operate. These enacted or proposed frameworks include various compliance obligations, including California,governance, Colorado,risk Utahmanagement, accountability, transparency and theother EU.compliance Inobligations. addition,It is possible that further new laws and regulations will be adopted in the SECUnited hasStates proposedand newin rulesother onnon-U.S. thejurisdictions, or that existing laws and regulations may be interpreted or enforced in ways that would limit our ability to use of artificial intelligence bytechnologies investmentfor advisersour business, or require us to change the way we use artificial intelligence technologies in a manner that wouldnegatively addaffects our business, customer relationships, and growth opportunities. If we fail or are perceived to thefail complianceto riskscomply with these laws and burdensregulations, ofwe usingmay thisface technology.lawsuits (including class actions), investigations, enforcement actions, negative reputational impacts, and other penalties that materially impact our business and financial condition.

There has been increasing focus by governmental authorities, including the executive branch, investors, customers, activists, the media, governmental and nongovernmental organizations, and other stakeholders on a variety of human capital management matters. We may experience pressure to make commitments, or repeal our commitments, relating to human capital management matters that affect us, our funds, and our funds’ portfolio companies. There has been an increase in investigations and litigation claiming that certain programs may inappropriately discriminate against certain groups. We may be increasingly subject to competing demands or scrutiny from different governmental authorities, regulators, clients, investors and other stakeholders or third parties with divergent viewsviews, and, if we fail to meet, or are perceived to fail to meetmeet, competing demands and increased scrutiny, we may be subject to significant fines and penalties, including risk of litigation, and investigation. Relatedly, both advocates and opponents to certain environmental and social matters are increasingly resorting to a range of activism forms, including media campaigns, shareholder proposals, and litigation, to advance their perspectives. We cannot predict future developments related to these matters, however to the extent we are subject to such litigation, investigation, activism, or pressure, we may be required to incur costs, it may affect our ability to fundraise or it may otherwise adversely impact our business and/or reputation.

Our business can be materially affected by difficult or volatile market, economic and geopolitical conditions and events throughout the world that are outside our control, including interest rates, inflation, economic recession risk, regional and international bank failures, reduced availability of credit, changes in laws, trade barrierstariffs and tariffs,trade barriers, commodity prices, currency exchange rates, natural disasters, climate change, pandemics or other severe public health crises, terrorism, political hostilities, civil disturbances, war or the threat of war. During 2025, trade policy uncertainty persisted, and certain tariffs and other trade restrictions were imposed, expanded or reinstated, including as a result of changes in trade policy priorities and geopolitical developments. These measures, together with the potential for additional actions, have and may continue to increase costs, disrupt global supply chains, reduce economic growth and investor confidence, and adversely affect portfolio companies, investment valuations and the demand for our funds’ capital. These factors may affect the level and volatility of securities prices and the liquidity and value of investments, and we may not be able to or may choose not to manage our exposure to them. Adding to the strain on the economy is war and conflict in various international regions, which creates market uncertainty, and the failure of multiple regional banks in the U.S. and elsewhere in recent years, which created bank-specific and broader financial institution liquidity risk concerns. Future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages and could have a negative impact on the economy and business activity globally, and therefore could adversely affect the performance of our business. Furthermore, any new or incremental regulatory measures or changes to existing measures for or affecting the U.S. financial services industry, including under the newcurrent administration, may increase costs and create regulatory uncertainty and additional competition for our products. In addition, if the U.S. were to default on its debt, the negative ramifications on the U.S. and global economies could be unprecedented and long-lasting and may dramatically exacerbate the risks highlighted here and elsewhere in this Annual Report on Form 10-K.

Market deterioration has causedcaused, and may in the future cause, us, our funds and the investments made by our funds to experience tightening of liquidity, reduced earnings and cash flow, and impairment charges, as well as challenges in raising and deploying capital, obtaining investment financing and making investments on attractive terms. These market conditions can also have an impact on our ability and the ability of our funds and the investments made by our funds to liquidate positions in a timely and efficient manner. DuringIn the yearlast endedcouple Decemberof 31, 2024,years there were fewer companies that underwent initial public offerings and sales of the portfolio companies in our funds than in prior years. To the extent periods of volatility are coupled with lack of realizations from clients’ existing private markets portfolios, such clients may be left with disproportionately outsized remaining commitments, which significantly limits their ability to make new commitments.

Our business could generate lower revenues in a general economic downturn or recession or a tightening of global credit markets. A general economic downturndownturn, recession or tightening of global credit markets may result in reduced opportunities to find suitable investments and make it more difficult for us, or for the funds in which we and our clients invest, to exit and realize value from existing investments, potentially resulting in a decline in the value of the investments held in our clients’ portfolios, leading to a decrease in incentive fee revenue. Any reduction in the market value of the assets we manage will not likely be reported until one or more quarters after the end of the applicable performance period due to an inherent lag in the valuation process of private markets investments. This can result in a mismatch between stated valuation and current market conditions and can lead to delayed revelations of changes in performance and, therefore, delayed effects on our clients’ portfolios. If our clients reduce their commitments to make investments in private markets in favor of investments they perceive as offering greater opportunity or lower risk, our revenues or earnings could decline as a result of lower fees being paid to us. Further, if, due to the lag in reporting, their decision to do so is made after the initial effects of a market downturn are felt by the rest of the economy, the adverse effect we experience as a result of that decision could likewise adversely affect our business, financial condition and results of operations on a delayed basis.

Increased interest rates have had and could continue to have a material adverse effect on our business and that of our funds’ portfolio companies.

Increased interest rates have had and could continue to have a dampening effect on overall economic activity, the financial condition of our investors and the financial condition of the end customers who ultimately create demand for the capital we supply, all of which could negatively affect demand for our funds’ capital. TheWhile the Federal Reserve increasedbegan thelowering federal funds raterates in 20222024 andin 2023,response to evolving economic conditions, interest rates remain elevated relative to recent historical levels, and the ratefuture path, timing and timingmagnitude of any additional changes areremain uncertain. Such uncertainty surrounding interest rates can make it difficult for us to obtain financing at attractive rates, and impact our ability to execute on our growth strategies or future acquisitions, which could have a material adverse effect on our business, financial condition and results of operations.

If the investments we make on behalf of our funds perform poorly, we may suffer a decline in our revenues and earnings, and our ability to raise capital for future funds may be materially and adversely affected.

Our revenues are derived from fees earned for our management of our funds, incentive fees, or carried interest, with respect to certain of our funds, and monitoring and reporting fees. In the event that our funds perform poorly, our revenues and earnings derived from incentive fees and carried interest will decline, and it will be more difficult for us to raise capital for new funds or gain new clients or retain current clients in the future. In addition, the risk of clawback can occur as a result of diminished investment performance. If we are unable to repay the amount of the clawback, we would be subject to liability for a breach of our contractual obligations. If we are unable to raise or are required to repay capital, our business, financial condition and results of operations would be materially and adversely affected.

Similarly, private markets funds’ portfolio companies regularly utilize the corporate debt markets to obtain additional financing for their operations. The leveraged capital structure of such businesses increases the exposure of the funds’ portfolio companies to adverse economic factors such as fluctuating interest rates, financial institution risks, downturns in the economy or deterioration in the condition of such business or its industry. If the portfolio companies in our funds default on their indebtedness, or otherwise seek or are forced to restructure their obligations or declare bankruptcy, we could lose some or all of our investment and suffer reputational harm. Any adverse impact caused by the use of leverage by portfolio companies in which we directly or indirectly invest could in turn adversely affect the returns of our funds.

Our business is exposed to the risk that clients that owe us money for our services may not pay us, and investors may default on their obligations to fund their commitments. These risks could increase as a result of economic contractions, decreases in equity values and increases in interest rates or in the event of a continued economic slowdown. Also, if investors in our funds default on their obligations to fund commitments, there may be adverse consequences on the investment process, and we could incur losses and be unable to meet underlying capital calls. For example, investors in our closed-ended funds make capital commitments to those funds and we are entitled to call capital from those investors at any time during prescribed periods. We depend on investors fulfilling and honoring their commitments when we call capital from them for those funds to consummate investments and otherwise pay their obligations when due. In addition, certain of our funds may utilize lines of credit to fund investments. Because interest expense and other costs of borrowings under lines of credit are an expense of the fund, the fund’s net multiple of invested capital may be reduced, as well as the amount of carried interest generated by the fund. Any material reduction in the amount of carried interest generated by a fund will adversely affect our revenues.

Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in a fund’s net asset value do not necessarily reflect the prices that would actually be obtained if such investments were sold. Realizations at values significantly lower than the values at which investments have been reflected in fund net asset values could result in losses for the applicable fund and the loss of potential incentive fees for the fund’s manager and us. Also, a situation in which asset values turn out to be materially different from values reflected in fund net asset values, whether due to error or otherwise, could cause investors to lose confidence in us and may, in turn, result in difficulties in our ability to raise additional capital, retain clients or attract new clients. Further, we often engage third-party valuation agents to assist us with the valuations. Itit is possible that a material fact related to the target of the valuation might be inadvertently omitted from our communications with them,analysis, resulting in an inaccurate valuation.

Further, theThe SEC has highlighted valuation practices as one of its areas of focus in investment adviser examinations and has continued to institute enforcement actions against investment advisers for misleading investors about valuation and failing to adopt and implement reasonably designed written policies and procedures concerning the valuation of investments. If the SEC were to investigate and find errors in our policies or procedures, we and/or members of our management could be subject to penalties and fines, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

The investments made by certain of our funds may include high-risk, illiquid assets. The private markets funds in which we invest capital generally invest in securities that are not publicly traded. Even if such securities are publicly traded, many of these funds may be prohibited by contract or applicable securities laws from selling such securities for a period of time. Such funds will generally not be able to sell these securities publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. Accordingly, the private markets funds in which we invest our clients’ capital may not be able to sell securities when they desire and therefore may not be able to realize the full value of such securities. This risk is magnified during times of volatile market conditions and economic and geopolitical uncertainty. The ability of private markets funds to dispose of investments is dependent in part on the public equity and debt markets, to the extent that the ability to dispose of an investment may depend upon the ability to complete an initial public offering of the portfolio company in which such investment is held or the ability of a prospective buyer of the portfolio company to raise debt financing to fund its purchase. Furthermore, large holdings of publicly traded equity securities can often be disposed of only over a substantial period of time, exposing the investment returns to risks of downward movement in market prices during the disposition period. Contributing capital to these funds is risky, and we may lose some or the entire amount of our funds’ and our clients’ investments.

In addition, these portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities, and a larger number of qualified managerial and technical personnel. Portfolio companies in non-U.S. jurisdictions have and may in the future be further subject to additional risks, including tariffs and trade barriers, changes in currency exchange rates, exchange control regulations, risks associated with different types (and lower quality) of available information, expropriation or confiscatory taxation and adverse political developments. In addition, during periods of difficult market conditions or slowdowns in a particular investment category, industry or region, portfolio companies may experience decreased revenues, financial losses, difficulty in obtaining access to financing and increased costs. During these periods, these companies may also have difficulty in expanding their businesses and operations and may be unable to pay their expenses as they become due. A general market downturn or a specific market dislocation will generally result in lower investment returns for the private markets funds or portfolio companies in which our funds invest, which consequently could materially and adversely affect investment returns for our funds. Furthermore, if the portfolio companies default on their indebtedness, or otherwise seek or are forced to restructure their obligations or declare bankruptcy, we could lose some or all of our investment and suffer reputational harm.

As a global alternative asset manager, our results of operations are impacted by a variety of factors, including conditions in the global financial markets and economic and political environments, particularly in the United States, Europe, Asia-Pacific, Latin America and the Middle East. While economic factors, such as interest rates, can make alternative investments more or less attractive relative to other asset classes, investors have increasingly gravitated towards the returns generated by alternative investments in order to meet their return objectives. In addition, increased equity market volatility can also contribute to increased investor demand for alternative strategies. We have observed such volatility in 2025 in the United States, driven by elevated inflation, economic slowdown and potential implications of U.S. trade tariffs. This environment can influence when clients choose to commit capital, the pace at which we invest those commitments, and the timing of realizations and related fees. Finally, the opportunities in private markets continue to expand as firms raise new funds and launch new vehicles and products to access private markets across the globe.

Management fees increased $26.2$24.1 million, or 7%,6%, to $401.6$425.8 million, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. Private market strategies fees increased $24.2$14.2 million, or 11%,6%, due to a $18.0$10.3 million increase in fees related to private markets strategies specialized funds, including a $6.1 million increase in catch-up management fees,funds and a $6.3$3.5 million increase in fees related to private markets strategies customized separate accounts. Both of theseThese increases are as a result of capital raising and deployment. Additionally, there was an increase of $1.9$6.8 million, or 1%,5%, in absolute return strategies fees, primarily due to better investment performance in 2025. Fund expense reimbursement revenue increased $3.1 million, or 21%, to $17.8 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Incentive fees consisted of carried interest and performance fees. Carried interest increased $1.3$4.3 million, or 3%,9%, to $50.9$55.3 million for the year ended December 31, 20242025 compared to the year ended December 31, 2023,2024. This increase is primarily due to slightlyhigher highertax carry realizations and distributions from investments andduring carrythe realizationsyear duringended December 31, 2025 as compared to the year ended December 31, 2024. Performance fees increased $40.0$12.9 million, or 23%, to $55.3$68.2 million for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023. The increase in performance fees was2024, primarily due to higher returns for absolute return strategies funds during the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024.

Employee compensation and benefits decreased $19.8$16.9 million, or 6%,5%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The overall decrease was primarily driven by decreases in partnership interest-based compensation and cash-based employee compensation and benefits,compensation, partially offset by an increase in cash-based incentive fee related compensation. Partnership interest-based compensation decreased $31.9$25.9 million, or 31%,36%, primarily due to lower expense recorded forof the Holdings Awards that were granted in 2023 and were fully expensed during the year ended December 31, 2023,2024, partiallyand offsetthe byGCMH awardEquityholders modificationsAwards that were granted in 2022 and were fully expensed during the firstyear quarterended ofDecember 2024.31, 2025. Holdings Awards and GCMH Equityholders Awards are further described in Note 11 in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K).10-K. These awards do not dilute Class A common stockholders or impact our net cash flows. Cash-based employee compensation and benefits decreased $7.6 million, or 5%, due to lower discretionary bonus accruals and severance for the year ended December 31, 2024 compared to the year ended December 31, 2023. Cash-based incentive fee related compensation increased $20.8$8.1 million, or 22%, due to higher incentive fees during the year ended December 31, 2024,2025, which are discussed above.

General, administrative and other increasedof $3.5$104.8 million, or 3%, to $104.3 million,million for the year ended December 31, 20242025 was generally consistent compared to the year ended December 31, 2023. The overall increase was primarily driven by increases in professional fees.2024.

OtherInvestment income wasincreased $1.3to $16.3 million for the year ended December 31, 20242025 compared to otherinvestment income of $1.0$15.6 million for the year ended December 31, 2023.2024, primarily due to the change in value of private and public market investments.

Change in fair value of warrant liabilities of $16.1$21.7 million for the year ended December 31, 20242025 was due to an increasedecrease in the fair value of the warrants from December 31, 20232024 to December 31, 2024.2025. No public or private warrants were outstanding as of December 31, 2025.

The Company’sOur effective tax rate was 27%8% and (36)%27% for the years ended December 31, 20242025 and 2023,2024, respectively. The primary factors impacting the effective tax rate are the allocationportion of income (loss)allocated to the noncontrolling interest holders, including profit interest expense, state and non-US taxes, as well as statea and foreign income taxes paid at the partnership level that are included in incomediscrete tax expensesadjustments but are partially eliminated in consolidation through noncontrolling interest.recorded.

Net income attributable to noncontrolling interests in subsidiaries was $2.5$3.5 million and $5.0$2.5 million for the years ended December 31, 20242025 and 2023,2024, respectively. The decreaseincrease was primarily attributable to aan decreaseincrease in income generated by our consolidated subsidiaries not wholly owned by the Company.us.

Net income (loss) attributable to noncontrolling interests in GCMH was $15.4$93.2 million and $(47.0)$15.4 million for the years ended December 31, 20242025 and 2023,2024, respectively. The change in net income (loss) attributable to noncontrolling interests in GCMH was primarily attributable to the underlying performance of GCMH as well as a decrease in partnership-interest based compensation as described above,compensation, which was fully allocated to noncontrolling interests in GCMH, and underlying performance of GCMH.

(3)Excludes amortization of intangibles of $1.3 million, $1.3 million and $2.3 million for each of the years ended December 31, 2024,2025, 20232024 and 2022, respectively.2023. Also excludes completed and contemplated corporate transaction-related costs of $6.1$1.8 million, $6.4$6.1 million and $2.1$6.4 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively, and non-core expenses of $2.5$1.6 million, $2.2$2.5 million and $0.6$2.2 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. Transaction-related costs for the year ended December 31, 2024 includes $3.0 million related to a debt amendment and extension expense. Non-core expenses includes New York office relocation costs of $1.9 million and $1.2 million for the yearyears ended December 31, 2024 and 2023, respectively. Also excludes fund expense reimbursement expenses of $16.6 million, $14.7 million and $14.6 million for the years ended December 31, 2025, 2024 and 2023, respectively (4)Fee-related earnings margin represents fee-related earnings as a percentage of our management fee and other operating revenue, net of fund expense reimbursements.

(5)ExcludesIncludes the impact of non-cash carried interest compensation of $0.5$0.2 million and $(0.5) million for the yearyears ended December 31, 2024.2025 and 2024, respectively. The net non-cash carried interest compensation for each of the yearsyear ended December 31, 2023 and 2022 was de minimis.

Net incentiveIncentive feesFees areAttributable to GCM Grosvenor is a non-GAAP measure used to highlight fees earned from incentive fees that are attributable to GCM Grosvenor. Net incentiveIncentive feesFees Attributable to GCM Grosvenor represent incentive fees excluding (a) incentive fees contractually owed to others and (b) cash-based incentive fee related compensation. Net incentive fees are used by management in making compensation and capital allocation decisions and we believe that they provide investors useful information regarding the amount that such fees contribute to theour Company’searnings earnings.and are used by management in making compensation and capital allocation decisions.

Adjusted Net Income is a non-GAAP measure that we present on a pre-tax and after-tax basis to evaluate our profitability. Adjusted Pre-Tax Income represents net income attributable to GCM Grosvenor Inc. including (a) net income (loss) attributable to noncontrolling interest in GCMH, excluding (b) provision (benefit) for income taxes, (c) changes in fair value of derivatives and warrant liabilities, (d) amortization expense, (e) partnership interest-based and non-cash compensation, (f) equity-based compensation, including cash-settled equity awards (as we view the cash settlement as a separate capital transaction), (g) unrealized investment income, (h) changes in TRAtax receivable agreement liability and (i) certain other items that we believe are not indicative of our core performance, including charges related to completed and corporate transactions, employee severance, office relocation costs, and loss on extinguishment of debt. Adjusted Net Income represents Adjusted Pre-Tax Income fully taxed at each period's blended statutory tax rate.

Adjusted EBITDA is a non-GAAP measure which represents Adjusted Net Income excluding (a) adjusted income taxes, (b) depreciation and amortization expense and (c) interest expense on our outstanding debt.

Fee-Related Revenue (“"FRR”") is a non-GAAP measure used to highlight revenues from recurring management fees and administrative fees. FRR represents total operating revenues less (1a) incentive feesfees, (b) net revenue of noncontrolling interests in consolidated subsidiary and (2c) fund expense reimbursement revenue.revenue, net. We believe FRR is useful to investors because it provides additional insight into our relatively stable management fee base separate from incentive fee revenues, which tend to have greater variability.

Fee-Related Earnings (“FRE”) is a non-GAAP metricmeasure used to highlight earnings from recurring management fees and administrative fees. FRE represents adjustedAdjusted EBITDA further adjusted to exclude (a) incentive feesfees, (b) other non-operating income,and (c) realized investment income, net of amount attributable to noncontrolling interests in subsidiaries, and relatedto include (a) incentive fee-related compensation and (b) carried interest attributable to other non-operatingnoncontrolling income,interest holders, net, and to include(c) depreciation expense. We believe FRE is useful to investors because it provides additional insights into the management fee driven operating profitability of our business.

(1)Represents net revenue of noncontrolling interests in consolidated subsidiary The following table shows reconciliations of Adjusted EBITDA to Fee-Related Earnings for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively:

We have historically financed our operations and working capital through net cash provided by operating activities and borrowings under our Term Loan Facility and Revolving Credit Facility (each as defined below). As of December 31, 2024, we had $89.5 million of cash and cash equivalents and available borrowing capacity of $50.0 million under our Revolving Credit Facility. On July 29, 2022, the SEC declared effective our Registration Statement on Form S-3, pursuant to which the Company may issue a combination of securities described in the prospectus in one or more offerings from time to time. Our primary cash needs are to fund working capital requirements, invest in growing our business, make investments in GCM Funds, make scheduled principal payments and interest payments on our outstanding indebtedness, pay dividends to holders of our Class A common stock,stock and pay tax distributions to members. Additionally, as a result of the Transaction, we need cash to make payments under the Tax Receivable Agreement. We expect that our cash flow from operations, current cash and cash equivalents andequivalents, available borrowing capacity under our Revolving Credit FacilityFacility, and potential proceeds from the ATM equity sales program will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for the next twelve months and the foreseeable future.

Net cash provided by operating activities is generally comprised of our net income (loss) in the respective periods after adjusting for significant non-cash activities, including equity-based compensation for equity-classified awards, non-cash partnership interest-based compensation, the change in fair value of warrant liabilities and the change in equity value of our investments, all of which are included in earnings; proceeds received from return on investments; inflows for receipt of management and incentive fees; and outflows for operating expenses, including cash-based compensation.compensation and lease liabilities.

•a decrease in working capital of $28.1 million during the year ended December 31, 2025, as compared to a decrease in working capital of $16.9 million during the year ended December 31, 2024, as compared to a decrease in working capital of $11.8 million during the year ended December 31, 2023, largely due to an increase in incentive fees earned during the year ended December 31, 2024, partially offset by lowerand cash-based compensation during the year ended December 31, 20242025; and

•dividendsproceeds paidfrom the exercise of $(20.5)warrants millionof and $(20.3)$119.7 million during the yearsyear ended December 31, 2024 and 2023, respectively2025; and

•paymentsthe settlement of equity-based compensation to relatedsatisfy parties, pursuant towithholding tax receivable agreementrequirements of $(3.216.2) million and $(3.212.7) million during the years ended December 31, 20242025 and 2023,2024, respectively.respectively;

On August 6, 2021, GCMG’s Board of Directors authorized a stock repurchase plan which may be used to repurchase our outstanding Class A common stock andand, until November 17, 2025, warrants to purchase Class A common stock. Our Class A common stock and warrants may be repurchased from time to time in open market transactions, in privately negotiated transactions, including with employees or otherwise, pursuant to the requirements of Rule 10b5-1 and Rule 10b-18 of the Exchange Act, as well as to retire (by cash settlement or the payment of tax withholding amounts upon net settlement) equity-based awards granted under our 2020 Incentive Award Plan, as amended and restated (and any successor plan thereto), with the terms and conditions of these repurchases depending on legal requirements, price, market and economic conditions and other factors. We are not obligated under the terms of the program to repurchase any of our Class A common stock or warrants,stock, the program has no expiration date and we may suspend or terminate the program at any time without prior notice. Any shares of Class A common stock and any warrants repurchased as part of this program will be canceled. GCMG’s Board of Directors has made subsequent increases to its stock repurchase authorization for shares andand, until November 17, 2025, warrants. As of December 31, 2023,2024, the total authorization was $115$140 million, excluding fees and expenses. On February 8,6, 2024,2025, GCMG’s Board of Directors increased the firm'sfirm’s existing repurchase authorization by $25$50 million, from $115$140 million to $140$190 million. On August 4, 2025, GCMG’s Board of Directors further increased the firm’s existing repurchase authorization by $30 million, from $190 million to $220 million. On February 9, 2026, GCMG’s Board of Directors further increased the firm’s existing repurchase authorization by $35 million, from $220 million to $255 million.

For the years ended December 31, 20242025 and 2023,2024, we spent $33.2$25.7 million and $25.8$33.2 million, respectively, to reduce Class A shares to be issued to employeesemployees, towhich satisfyreflects taxboth obligationsRSUs that were settled in cash and shares retired in connection with the net share settlement of RSUs;equity-based andawards. forFor the year ended December 31, 20232025 we spent $4.5$30.7 million to repurchase shares of Class A common stock. We did not repurchase any shares of Class A common stock for the year ended December 31, 2024. For the years ended December 31, 20242025 and 2023,2024, we did not repurchase any outstanding warrants to purchase Class A common stock. As of December 31, 2024,2025, $32.0$55.7 million remained available under our stock repurchase plan.

The Company is taxed as a corporation for U.S. federal and state income tax purposes. GCMH is treated as a partnership for U.S. federal income tax purposes. Prior to the Transaction, partners of GCMH were taxed on their allocable share of the Partnership’s earnings. Subsequent to the Transaction, GCMH Equityholders, as applicable, are taxed on their share of the Partnership’s earnings; therefore, the Company does not record a provision for U.S. federal income taxes on the GCMH Equityholders’ allocable share of the Partnership’s earnings.

There have been no material changes to our risk factors sinceset forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, other than as set forth below.

As a global alternative asset manager, our results of operations are impacted by a variety of factors, including conditions in the global financial markets and economic and political environments, particularly in the United States, Europe, Asia-Pacific, Latin America and the Middle East. While economic factors, such as interest rates, can make alternative investments more or less attractive relative to other asset classes, investors have increasingly gravitated towards the returns generated by alternative investments in order to meet their return objectives. In addition, increased equity market volatility can also contribute to increased investor demand for alternative strategies. We observed such volatility in 2025 and we have continued to observe such volatility during the first quarter of 2026 and into the second quarterhalf of 2026 in the United States, driven by elevated inflation, the risk of economic slowdown, the ongoing implementation and expansion of U.S. trade tariffs, uncertainty regarding retaliatory measures by trading partners, geopolitical conflict, and the resulting impact on global equity and credit markets. This environment can influence when clients choose to commit capital, the pace at which we invest those commitments, and the timing of realizations and related fees. Finally, the opportunities in private markets continue to expand as firms raise new funds and launch new vehicles and products to access private markets across the globe.

For example, on July 4, 2025, H.R. 1, the “One Big Beautiful Bill Act” (the “OBBBA”) was signed into law in the United States. Among other changes, the OBBBA modifies key business tax provisions, including the restoration of 100% bonus depreciation under Section 168(k) of the Code,Internal Revenue Code (the “Code”), the restoration of the immediate deduction of U.S. domestic research and experimental expenditures under Section 174A of the Code, the restoration of the EBITDA-based business interest expense limitation under Section 163(j) of the Code, and changes to the computation of taxes related to international operations. Based on our evaluation of the tax law changes outlined in the OBBBA, we do not expect the legislation to have a material impact on our financial statements.

Note: The diagram depicts a simplified version of our structure and does not include all legal entities in our structure. Approximate ownership percentages are as of MayAugust 4,5, 2026.

(4)As of MayAugust 4,5, 2026, there were 60,383,16561,126,269 shares of Class A common stock outstanding and 141,665,831 common units of GCMH (“Common Units”) outstanding held by the GCMH Equityholders, which may be exchanged for shares of Class A common stock on a one-to-one basis, or, at our election, for cash, pursuant to and subject to the restrictions set forth in the Fifth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH. As of MayAugust 4,5, 2026, GCM V held 141,665,831 shares of Class C common stock, which corresponds to the number of Common Units held by the GCMH Equityholders. As of MayAugust 4,5, 2026, the GCMH Equityholders held 6,988 shares of Class A common stock.

We provided investment management / advisory services on assets of $91.5$96.7 billion and $90.9 billion as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

Agreements generally include a clawback provision that, if triggered, would require us to return up to the cumulative amount of carried interest distributed, typically net of tax, upon liquidation of those funds, if the aggregate amount paid as carried interest exceeds the amount actually due based upon the aggregate performance of each fund. We have defined the portion to be deferred as the amount of carried interest, typically net of tax, that we would be required to return if all remaining investments had no value as of the end of each reporting period. As of MarchJune 31,30, 2026, deferred revenue relating to constrained realized carried interest was approximately $5.9 million.

Assets under management that are subject to carried interest, excluding investments of the firm and our professionals from which we generally do not earn incentive fees, were approximately $50.2$51.0 billion as of MarchJune 31,30, 2026.

Assets under management that are subject to performance fees, excluding investments of the firm and our professionals from which we generally do not earn incentive fees, were approximately $15.1$17.2 billion as of MarchJune 31,30, 2026.

Change in fair value of warrant liabilities was non-cash and consisted of fair value adjustments related to the outstanding public and private warrants issued in connection with the Transaction. The warrant liabilities were classified as marked-to-market liabilities pursuant to ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and the corresponding increase or decrease in value impacted our net income (loss). No warrants remained outstanding during the three or six months ended MarchJune 31,30, 2026.

Net Income (Loss) Attributable to Noncontrolling Interests

Net income (loss) attributable to noncontrolling interests in GCMH represents the economic interests of GCMH Equityholders in GCMH. Profits and losses, other than partnership interest-based compensation, are allocated to the noncontrolling interests in GCMH in proportion to their relative ownership interests regardless of their basis.

The following is a discussion of our consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. This information is derived from our accompanying Condensed Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Management fees increased $1.6$12.8 million, or 1%,13%, to $110.9$114.8 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. AbsolutePrivate returnmarkets strategies fees increased $3.9$7.3 million, or 10%, primarily due to higher returns for certain absolute return strategies funds. Fund expense reimbursement revenue increased $1.0 million, or 21% to $5.7 million. These increases were partially offset by a net decrease of $3.3 million, or 5%, in private markets strategies fees12%, primarily due to a $6.0$3.6 million decreaseincrease in private marketsmarket strategies specialized funds,funds as a result of lower catch-up management fees,fees and a $2.2$2.6 million increase in private markets strategies customized separate accounts fees, both as a result of capital raising and deployment. Absolute return strategies fees increased $4.1 million, or 11%, primarily as a result of higher returns for certain absolute return strategies funds as well as capital raising. Fund expense reimbursement revenue increased $1.4 million, or 34% to $5.4 million.

Incentive fees consisted of carried interest and performance fees. Carried interest decreasedincreased $4.8$1.4 million, or 42%,9%, to $6.5$16.2 million for the three months ended MarchJune 31, 2026, compared to the three months ended March 31, 2025, primarily due to lower carry realizations during the three months ended March 31, 2026. Performance fees increased $1.7 million to $5.5 million for the three months ended March 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025,2025. This increase is primarily due to higher feescarry earnedrealizations and distributions from oneinvestments fundduring withthree amonths Marchended 31,June 202630, fiscal2026, yearend.as compared to the three months ended June 30, 2025. Performance fees were generally consistent for the majoritythree ofmonths ourended absoluteJune return30, strategy2026 fundscompared to the three months ended June 30, 2025. Performance fees are generally determined at the end of the calendar year and are generally minimal in interim periods.

Employee compensation and benefits decreased $6.9$3.7 million, or 8%,5%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The overall decrease was primarily driven by decreasesa decrease in partnership interest-based compensation partially offset by an increase in equity-based compensation. Partnership interest-based compensation decreased $6.8$8.7 million, or 56%,53%, primarily due to lower expense recorded for the GCMH Equityholders Awards and award modifications during the three months ended MarchJune 31,30, 20262026. GCMH Equityholders Awards and award modifications (asare further described in Note 9 in the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of the Quarterly Report on Form 10-Q).10-Q. These awards do not dilute Class A common stockholders or impact our net cash flows. Equity-based compensation increased $2.7$3.9 million, or 13%,57%, primarily due to morean increase in equity-classified and liability-classified RSUs grantsoutstanding during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Investment income increasedwas to $3.9$3.5 million for the three months ended MarchJune 31,30, 2026 compared to $0.8$5.8 million for the three months ended MarchJune 31,30, 2025, primarily due to the change in value of private and public market investments.

OtherInterest incomeexpense was $1.3$4.4 million for the three months ended MarchJune 31,30, 20262026, compared to $0.8$5.9 million for the three months ended MarchJune 31,30, 2025 and consisted2025, primarily ofdue interestto incomelower inaverage eachdebt period.balance.

There was no change in fair value of warrant liabilities for the three months ended MarchJune 31,30, 2026, as no public or private warrants were outstanding following their exercise andor expirationexpirations during the three months ended December 31, 2025.

Our effective tax rate was 15%10% and 144%(1)% for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 12% and 8% for the six months ended June 30, 2026 and 2025, respectively. Our overall effective tax rate was lower than the statutory rate for the three and six months ended June 30, 2026 primarily due to the portion of income allocated to the noncontrolling interest holders, including profitsprofit interest expense, as well as a valuation allowance recorded against deferred tax assets and discrete tax adjustments recorded in the periods.

Net Income (Loss) Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests in subsidiaries was $0.9$0.6 million and $0.2$1.0 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increasedecrease for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, was primarily attributable to ana increasedecrease in income generated by our consolidated subsidiaries not wholly owned by us.

Net income (loss) attributable to noncontrolling interests in GCMH was $11.4$21.7 million and $(1.7)$23.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The change in net income (loss) attributable to noncontrolling interests in GCMH for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, was primarily attributable to the underlying performance of GCMHGCMH, aspartially welloffset asby a decrease in partnership-interest based compensation asfor describedthe above,three months ended June 30, 2026, which was fully allocated to noncontrolling interestsinterest in GCMH.

Of the $9.8$9.7 billion CNYFPAUM as of MarchJune 31,30, 2026, approximately $2.1$1.7 billion is subject to an agreed upon fee ramp in schedule. The ramp in schedule will result in management fees being charged on approximately $0.4$0.2 billion, $0.6$0.5 billion and $1.1$1.0 billion of such amount in the remainder of 2026, in 2027, and in 2028 and beyond, respectively. Management fees will be charged on the remaining approximately $7.7$8.0 billion of CNYFPAUM as such capital is invested, which will depend on a number of factors, including the availability of eligible investment opportunities.

Three Months Ended MarchJune 31,30, 2026

FPAUM increased $1.0$4.6 billion, or 1%,6%, to $73.5$78.1 billion during the three months ended MarchJune 31,30, 2026 due to $2.1$2.5 billion of contributions and a $3.3 billion increase in market value, respectively, partially offset by $0.3 billion and $0.7 billion of withdrawalsdistributions and distributions,$0.5 respectively.billion of withdrawals.

•Private markets strategies FPAUM increased $0.8$1.3 billion, or 2%,3%, to $48.0$49.3 billion during the three months ended MarchJune 31,30, 2026, primarily due to $1.6$1.9 billion of contributions,contributions partially offset by $0.7$0.6 billion of distributions.

•Absolute return strategies FPAUM increased $0.2$3.3 billion, or 1%,13%, to $25.5$28.8 billion during the three months ended MarchJune 31,30, 2026, primarily due to $0.5a $3.2 billion ofincrease in market value and $0.6 billion in contributions, partially offset by $0.2$0.4 billion of withdrawals.

CNYFPAUM decreased $0.6$0.2 billion, or 5%,2%, to $9.8$9.7 billion during the three months ended MarchJune 31,30, 2026 primarily due to CNYFPAUM that became FPAUM during the period.

AUM increased $0.6$5.2 billion, or 1%,6%, to $91.5$96.7 billion during the three months ended MarchJune 31,30, 2026, primarily driven by a $1.1$4.6 billion increase in new FPAUM related to new capital raised, partially offset byand a $0.6$0.2 billion decrease in CNYFPAUM.CNYFPAUM, as well as mark to market increases that do not impact FPAUM.

(1)Excludes fund expense reimbursement revenue, net of $5.4$5.1 million and $4.5$3.2 million,million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $10.5 million and $7.8 million for the six months ended June 30, 2026 and 2025, and excludes net revenue of noncontrolling interests of $0.6$0.8 million and $0.1$0.2 million in a consolidated subsidiary for the three months ended MarchJune 31,30, 2026 and March2025, 31,respectively, and $1.5 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively.

(2)Excludes severance expense of $0.9$0.6 million and $1.1$1.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $1.5 million and $2.6 million for the six months ended June 30, 2026 and 2025, respectively.

(3)Excludes amortization of intangibles of $0.3 million and $0.7 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. There were no amortization of intangibles for the three and six months ended MarchJune 31,30, 2026.2026, respectively. Also excludes $0.3 million and $0.8 million for the three and six months ended ended June 30, 2026, respectively, and $0.1 million and $1.6 million for the three and six months ended June 30, 2025, respectively, of completed and contemplated corporate transaction related costscosts. Also excludes non-core expenses of $0.5 million and $1.5$0.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and non-core$0.9 expensesmillion ofand $0.4$1.1 million for each of the threesix months ended MarchJune 31,30, 2026 and 2025.2025, respectively. Also excludes fund reimbursement expensesexpense of $5.4$4.8 million and $4.7$3.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $10.2 million and $7.9 million for the six months ended June 30, 2026 and 2025, respectively.

(4)Fee-related earnings margin represents fee-related earnings as a percentage of our fee-related revenue.

(5)IncludesExcludes the impact of non-cash carried interest compensation and other of less than $(0.10.7) million and $0.7 million for the three months ended MarchJune 31,30, 2025, and $(0.1) million for the six months ended June 30, 2026. The net non-cash carried interest compensation and other for the three months ended June 30, 2026 and 2025,six respectively.months ended June 30, 2025 was de minimis.

(6)Investment income or loss is generally realized when we redeem all or a portion of our investment or when we receive or areis due cash, such as a from dividends or distributions.

(7)Represents corporate income taxes at a blended statutory rate of 24.3% and 25.0% applied to Adjusted Pre-Tax Income for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively. The 24.3% and 25.0% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 3.3% and 4.0%, respectively.

The following table shows reconciliations of incentive fees to Netnet Incentiveincentive Feesfees Attributableattributable to GCM Grosvenor for the three and six months ended MarchJune 31,30, 2026 and 2025: