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

Risks RelatedRelating to Our Business

Our revenue isconsists comprised virtuallyalmost entirely of management and advisory fees fromgenerated by our registered investment adviser subsidiaries (each, an “Adviser”), with the vast majority of fees earned on committed capital that is typically subject to between 10 and 15 year lock up agreements, although in many cases, the contractual fees decline over the period, after the investment period of three to five years ends.. Our investors and clients engage us across multiple private markets solutionsstrategies through different vehicles, including primary investment funds, direct and co-investment funds and secondary funds. Primary investment funds and direct and co-investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include onea customer.single Ourinvestor. revenueFees inwith anyrespect given period is dependent on the number of fee-paying investors in such period. For ourto specialized, commingled funds,funds our fees maywould terminate if weour areAdviser is removed for certain cause eventsevents, such as a key person eventevent, or without cause by a super majority of investors. Our customized separate account and advisory account business operates in a highly competitive environment. While clients of our separate account and advisory account businesses may have multi-year contracts, certain of these contracts only provide for fees to the extent a client elects to make an investment. In addition, thethese separate accounts and advisory contracts may be terminated by thea client for cause or without causecause, upon advance notice to us. In connection with these terminable contracts, we may lose clientsincluding as a result of the sale or merger of a client, a change in a client's senior management, or competition from other financial advisorsadvisers. andIn financial institutions and other causes. Moreover,addition, certain of our Advisers' contracts with state government-sponsored clients are secured through such government’sa request for proposal process,process and can be subject to renewal. If multiple clients were to exercise their termination rights or fail to renew their existing contracts or investors removed us from managing a fund and we were unable to secure new clients, our fees would decline. In the case of any such events, the management fees and advisory fees we earn in connection with managing such account or fund would immediately cease, which could result in an adverse effect on our revenues. If we experience a change of control (as defined under the Investment Advisers Act of 1940, as amended (the “"Investment Advisers Act”"), or as otherwise set forth in the governing documents) of our funds),the continuation of thefund and separate account investment management agreements with our funds and our separate account clients would be subject to investor or client consent. We cannot assure you that required consents will be obtained if suchIf a changesignificant number of controlour occurs.investors or clients were to exercise their removal, termination, and/or non-renewal rights or did not consent to the continuation of investment management contracts, and we were unable to secure new investors and clients, our fees would decline, which could have a material adverse effect on our business, results of operations, and financial condition.

Our revenue from our investment management business is derived from fees earned for our management of our specialized investment vehicles and advisory accounts and with respect to certain of our specialized investment vehicles. We generally have no economic interest, ownership in or beneficiary interest in the performance of the funds (except for a 5% carried interest in RCP FF Small Buyout Co-Investment Fund, LP).funds. Our subsidiaries serve as the advisors of the affiliated private equity funds, funds-of-funds, secondary funds and co-investment funds and receive management and advisory fees for the services performed. In the event that our specialized investment vehicles or individual investments perform poorly, the fund manager’s revenues and earnings derived from incentive fees will decline, which may result in a decrease in our management and advisory fee revenue and make it more difficult for us to raise capital for new specialized funds or gain new customized separate account clients in the future.

As we expand the scope of our business, we increasingly confront potential conflicts of interest relating to our advisory and investment management businesses. For example, we may recommend that varioussome of our advisory clients invest in specialized funds managed by our investment management business. It is possible that actual, potential or perceived conflicts could give rise to investor dissatisfaction, litigation or regulatory enforcement actions. Certain of our subsidiaries are investment advisers and they owe their clients a fiduciary duty and are required to provide disinterested advice. Appropriately dealing with conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including an inability to raise additional funds and reluctance of our existing investors to continue to do business with us.

Our subsidiaries that serve as the general partners of, or advisers to, our funds, or to our specialized investment vehicles have fiduciary and contractual obligations to the investors in those funds and accounts, and some of our subsidiaries may have contractual duties to other third parties that may conflict with interests of our stockholders. As a result, from time to time, we may take actions with respect to the allocation of investments among our specialized investment vehicles or funds (including funds and accounts that have different fee structures), the purchase or sale of investments in our specialized investment vehicles or funds, the structuring of investment transactions for those specialized investment vehicles or funds, in order to comply with these fiduciary and contractual obligations.

Most of our revenue is derived from management and advisory fees based on committed capital that is typically subject to multi-year lock up agreements, typically between 10 and 15 years. We continue to grow our business by offering additional products and services, by entering into new lines of business and by entering into, or expanding our presence in, new geographic markets, including Europe and Asia. For example, in April 2025, we announced the completion of our acquisition of Qualitas, a Madrid-based private equity investing platform with operations in Europe. Introducing new types of investment structures, products and services could increase our operational costs and the complexities involved in managing such investments, including with respect to ensuring compliance with regulatory requirements and the terms of the investment. To the extent we enter into new lines of business, we will 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 investors due to the perception that we are no longer focusing on our core business. In addition, we continue to explore opportunities to grow our business via acquisitions, partnerships, investments or other strategic transactions. There can be no assurance that we will successfully identify, negotiate or complete such transactions, that any completed transactions will produce favorable financial results or that we will be able to successfully integrate an acquired business with ours.

Entry into certain lines of business or geographic markets or introduction of new types of products or services may subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. In addition, certain aspects of our cost structure, such as costs for compensation, occupancy and equipment rentals, communication and information technology services, and depreciation and amortization will be largely fixed, and we may not be able to timely adjust these costs to match fluctuations in revenue related to growing our business or entering into new lines of business. If a new business generates insufficient revenue or if we are unable to efficiently manage our expanded operations, including in new geographies and jurisdictions, our business, financial condition and results of operations could be materially and adversely affected.

In SeptemberFebruary 2024,2025, the Company announced the definitive agreement to acquire Qualitas.Stellus. This acquisition, expected to close in themid-2026, firstis quartera continuation of 2025,Ridgepost's establisheslong-term astrategy Europeanto presencepartner and meaningfully grows P10’s investor base, positioning the Company as awith leading global,specialized multi-strategyinvestment privatemanagers marketsoperating firm focused onin the middle and lower-middle markets.market and adds a best-in-class direct lending franchise to our platform. However, there can be no assurance that the QualitasStellus acquisition will be completed on the expected timeframe or at all, or thatthat, if completed, we will successfully integrate its operations into our business or otherwise realize the anticipated benefits of the acquisition.

Unforeseen liabilities may also arise from prior and future acquisition activity. We have operations in numerousstates states,throughout the U.S., and continuesince toour review potential acquisitionsacquisition in April 2025 of Qualitas, within the European Union ("EU") and in states throughout the U.S.,, each of which has its own regulatory and compliance requirements. Each of our current and future businesses is and will be required to comply with all applicable federal, state and local laws, rules and regulations. From time to time regulators may conduct inquiries or investigations as to compliance with such requirements. Any such inquiry or investigation could be for periods prior to or subsequent to our acquisition. In the event (i) it was determined that an acquisition or subsidiary was found to have violated an applicable law, rule or regulation, or other requirement, (ii) such violation was determined to be material and (iii) to the extent that we were liable for claims for which indemnification under our acquisition agreement or other coverage is not available, our business, financial condition and results of operations could be materially and adversely affected.

We have grown organically and further evolved by adding complementary solutions and integrating these solutions into our existing offerings to generate cross-selling opportunities across our existing investor base, as demonstrated by the acquisitions of Hark, Bonaccord, WTI, and WTI.most recently, Qualitas. The substantial growth of our business has placed, and if it continues, will continue to place, significant demands on our infrastructure, our investment team and other employees, and will increase our expenses. In addition, we are required to continuously develop our infrastructure as a result of becoming a public company and in response to the increasingly complex investment management industry and increasing sophistication of investors. Legal and regulatory developments also contribute to the level of our expenses. The future growth of our business will depend, among other things, on our ability to maintain the appropriate infrastructure and staffing levels to sufficiently address our growth and may require us to incur significant additional expenses and commit additional senior management and operational resources. We may face significant challenges in maintaining adequate financial and operational controls as well as implementing new or updated information and financial systems and procedures. Training, managing and appropriately sizing our work forceworkforce and other components of our business on a timely and cost-effective basis may also pose challenges. In addition, our efforts to retain or attract qualified investment professionals may result in significant additional expenses. There can be no assurance that we will be able to manage our growing business effectively or that we will be able to continue to grow, and any failure to do so could adversely affect our ability to generate revenue and control our expenses.

Restrictive covenants in agreements and instruments governing our debt may adversely affect our ability to operate our business and our failure to comply with any of these covenants may put us in default, which could have ana material adverse effect on our business and prospects.financial condition.

The restrictions in the agreements and instruments governing our debt may prevent us from taking actions that we believe would be in the best interests of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. Our ability to comply with these covenants in future periods will largely depend on our ability to successfully implement our overall business strategy. We cannot assure you that we will be granted waivers or amendments to these agreements or instruments if for any reason we are unable to comply with these agreements and instruments. The breach of any of these covenants and restrictions could result in a default under the agreements and instruments governing our debt. An event of default under any of the agreements and instruments relating to our outstanding indebtedness could cause all amounts outstanding with respect to that debt to be due and payable immediately, any future commitments for further credit to be terminated, a foreclosure against our assets comprising the collateral securing or otherwise supporting the debt and the pursuit of other legal remedies by our lenders. Our assets and cash flow may be insufficient to fully repay borrowings under our outstanding debt instruments if the obligations thereunder were accelerated upon an event of default. We may need to conduct asset sales or elect to pursue other alternatives, including proceedings under applicable insolvency laws relating to some or all of our business. Any or all of the above could have a material adverse effect on our business, financing activities, financial conditionscondition and operations.

Certain of the specialized funds we manage, the funds in which we invest and portfolio companies within our funds and customized separate accounts currently rely on leverage or may in the future rely on leverage. If our specialized fundsfunds, or the companies in which our specialized investment vehicles investinvest, raise capital in the structured credit, leveraged loan and high yield bond markets, the results of their operations may suffer if such markets experience dislocations, contractions or volatility, including as a result of higher interest rates and international conflicts. Any such events could adversely impact the availability of credit to businesses generally, the cost or terms on which lenders are willing to lend, or the strength of the overall economy.

The absence of available sources of sufficient credit and/or debt financing for extended periods of time or an increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness would make it more expensive to finance those investments. Certain investments may also be financed through fund-level debt facilities, which may or may not be available for refinancing at the end of their respective terms. Finally, the interest payments on the indebtedness used to finance our specialized funds’ investments are generally deductible expenses for income tax purposes, subject to limitations under applicable tax law and policy. Any change in such tax law or policy to eliminate or substantially limit these income tax deductions, as has been discussed from time to time in various jurisdictions, would reduce the after-tax rates of return on the affected investments, which may have ana material adverse impact on our business, results of operations and financial condition.

Defaults by investors in certain of our specialized funds could adversely affect thatsuch fund’sfunds' operations and performance.

When investors retain us to manage assets on their behalf, certain guidelines are agreed to regarding investment allocation and strategy that we are required to observe in the management of their portfolios. Our failure to comply with these guidelines and other limitations could result in investors causing the termination of the applicable investment management agreement with us,agreement, as these agreements generally are terminable without cause on generally 90 days’ notice.cause. Investors could also sue us for breach of contract and seek to recover damages from us. In addition, such guidelines may restrict our ability to pursue certain allocations and strategies on behalf of our investors that we believe are economically desirable, which could similarly result in losses to an investor account or termination of the account and a corresponding reduction in FPAUM. Even if we comply with all applicable investment guidelines, an investor may be dissatisfied with its investment performance or our services or fees and may terminate their customized separate accounts or advisory accounts or be unwilling to commit new capital to our specialized investment vehicles or advisory accounts. Any of these events could cause a reduction to FPAUM and consequently cause our earnings to decline and materially and adversely affect our business, financial condition and results of operations.

There is a risk that our employees, advisors or third-party service providers could engage in misconduct that adversely affects our business. We are subject to a number of obligations and standards arising from our advisory and investment management businesses and our discretionary authority over the assets we manage. The violation of these obligations and standards by any of our employees, advisors or third-party service providers would adversely affect our investors and us. Our business often requires that we deal with confidential matters of great significance to companies and funds in which we may invest for our investors. If our employees, advisors or third-party service providers were to improperly use or disclose confidential information, we could be subject to legal or regulatory action and suffer serious harm to our reputation, financial position and current and future business relationships. It is not always possible to detect or deter employee, advisor or third-party service provider misconduct, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases. If one of our employees, advisors or third-party service providers were to engage in misconduct or were to be accused of such misconduct, our businessbusiness, results of operations and ourfinancial reputationcondition could be materially and adversely affected.

Valuation methodologies for certain assets in our specialized investment vehicles can be significantlyhighly subjective, and the values of assets established pursuant to such methodologies may never be realized, which could result in significant losses for our specialized investment vehicles.

There are no readily ascertainable market prices for a large number of the investments in our specialized investment vehicles, advisory accounts or the funds in which we invest. The value of the investments of our specialized investment vehicles is determined periodically by us based on the fair value of such investments as reported by the underlying fund managers. Our valuation of the funds in which we invest is largely dependent upon the processes employed by the managers of those funds. The fair value of investments is determined using a number of methodologies described in the particular funds’ valuation policies. These policies are based on a number of factors, including the nature of the investment, the expected cash flows from the investment, the length of time the investment has been held, restrictions on transfer and other recognized valuation methodologies. The methodologies we use in valuing individual investments are based on a variety of estimates and assumptions specific to the particular investments, and actual results related to the investment may vary materially asfrom a result of the inaccuracy of suchthese assumptions or estimates. In addition, because the illiquid investments held by our specialized investment vehicles, advisory accounts and the funds in which we invest may be in industries or sectors that are unstable, in distress, or undergoing some uncertainty, such investments are subject to rapid changes in value caused by sudden company-specific or industry-wide developments.

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 by 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 could cause investors to lose confidence in us and may, in turn, result in difficulties in our ability to raise additional capital, retain investors or attract new investors. The occurrence of any of these events could have a material adverse impact on our business, results of operations or financial condition.

Further, the SEC has highlighted valuation practices as one of its areas of focus in investment adviser examinations and has continued to institutepursue enforcement actions against investment advisers forrelating misleadingto investors abouttheir valuation andpractices, failing to adoptpolicies, and implement reasonably designed written policies and procedures concerning the valuation of investments..procedures. If the SEC were to investigate and findidentify errorsdeficiencies in our policiesvaluation practices, 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.

Our investment management activities mayoften involve investments in relatively illiquid assets, and we and our investors may lose some or all the amounts invested in these activities or fail to realize any profits from these activities for a considerable period of time.

The investments made by our specialized investment vehicles and recommended by our advisory services mayoften include 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 specified period. Accordingly, the private markets funds in which we and our investors invest capital may not be able to sell investments when they desire and therefore may not be able to realize the full value of such investments. Particularly in the case of securities, 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 investors’ 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. 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 uponincluding the ability to complete an initial public offering of thea 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, 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 specialized funds’ and our investors’ investments or the investment made by our funds. Poor investment performance could result in negative reputational effects, which could materially and adversely affect our business, financial condition and results of operations.

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 may result in lower investment returns for the private markets funds or portfolio companies in which our specialized investment vehicles invest, which consequently would materially and adversely affect investment returns for our specialized investment vehicles. The occurrence of any of these events could have a material adverse impact on our business, results of operations, and financial conditions.

Our specialized investment vehicles may face risks relating to undiversified investments.

We cannot give assurance as to the degree of diversification that will be achieved in any of our specialized investment vehicles. Difficult market conditions or slowdowns affecting a particular asset class, geographic region or other category of investment could have a significant adverse impact on a given specialized investment vehicle if its investments are concentrated in that area, which would result in lower investment returns. Accordingly, a lack of diversification on the part of a specialized investment vehicle could adversely affect its investment performance and, as a result, our business, financial condition and results of operations.

Investments by most of our specialized investment vehicles will include debt instruments and equity securities of companies that we do not control. Our specialized investment vehicles may invest through co-investment arrangements or acquire minority equity interests and may also dispose of a portion of their equity investments in portfolio companies over time in a manner that results in their retaining a minority investment. Consequently, the performance of our specialized investment vehicles will depend significantly on the investment and other decisions made by third parties, which could have a material adverse effect on the returns achieved by our specialized investment vehicles. Portfolio companies in which thean investment is made may make business, financial or management decisions with which we do not agree. In addition, the majority stakeholders or our management may take risks or otherwise act in a manner that does not serve our best interests. If any of the foregoing were to occur, the values of our investments and the investments we have made on behalf of investors could decrease and our financial condition, results of operationsoperations, and cash flow could sufferbe materially adversely impacted as a result.

Investments by our specialized investment vehicles or advisory accounts may in many casesfrequently rank junior to investments made by other investors.

In many cases, the companies in which our specialized investment vehicles or advisory accounts invest have indebtedness or equity securities or may be permitted to incur indebtedness or to issue equity securities, that rank senior to our investors’the investments inby our specialized investment vehicles or advisory accounts. By their terms, these instruments may provide that their holders are entitled to receive payments of dividends, interest or principal on or before the dates on which payments are to be made in respect of our investors’ investments. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a company in which one or more of our specialized investment vehicles or advisory accounts hold an investment, holders of securities ranking senior to our investors’ investments would typically be entitled to receive payment in full before distributions could be made in respect of our investors’ investments. After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of our investors’ investments. To the extent that any assets remain, holders of claims that rank equally with our investors’ investments would be entitled to share on an equal and ratable basis in distributions that are made from those assets. Also, during periods of financial distress or following an insolvency, our ability to influence a company’s affairs and to take actions to protect investments by our specialized investment vehicles or advisory accounts may be substantially less than that of those holding senior interests. The occurrence of any of the foregoing events could have a material adverse impact on our business, results of operations, and financial condition.

We may not be able to maintain our desired fee structure as a result of industry pressure from private markets investors to reduce fees, which could have a material adverse effect on our profit margins and results of operations.fees.

We may not be able to maintain our current fee structure for our funds as a result of industry pressure from private markets investors to reduce fees. In order to maintain our desired fee structure in a competitive environment, we must be able to continue to provide investors with investment returns and service that incentivize our investorsthem to pay our desired fee rates. While in our acquisitions, we typically do not purchase the incentive fees, or carried interest, from the owners, but rather only acquire the management and advisory fees, which provide a stable source of extended-term revenue, no assurance can be made that we will succeed in providing investment returns and service that will allow us to maintain our desired fee structure. Fee reductions on existing or future new business could have a material adverse effect on our profit margins andmargins, results of operations.operations, and financial condition.

Our risk management strategies and procedures may leave us exposedfail to unidentifiedproperly identify, assess, or unanticipatedmitigate material risks.

Risk management applies to our investment management operations as well as to the investments we make for our specialized investment vehicles. We have developed and continue to update strategies and procedures specific to our business for managing risks,risks which includeincluding market risk, liquidity risk, operational risk and reputational risk. Management of these risks can be very complex. These strategies and procedures may fail under some circumstances, particularly if we are confronted with riskspreviously that we have underestimatedunidentified or notunanticipated identified.risks. In addition, some of our methods for managing the risks related to our investors’ investments are based upon our analysis of historical private markets behavior. Statistical techniques are applied to these observations to arrive at quantifications of some of our risk exposures. Historical analysis of private markets returns requires reliance on valuations performed by fund managers, which may not be reliable measures of current valuations. These statistical methods may not accurately quantify our risk exposure if circumstances arise that were not observed in our historical data. In particular, as we enter new lines of business, our historical data may be incomplete. Failure of our risk management techniques could result in the loss of our fund managers' rights to applicable fees and otherwise materially and adversely affect our business, financial conditioncondition, and results of operations, including the fund manager’s right to receive incentive fees, which may result in a decrease in our management and advisory fee revenue.operations.

Restrictions on our ability to collect and analyze data regarding our investors’ investments couldwould adverselynegatively affectimpact our business.

Our proprietary database supports our robust and disciplined sourcing criteria, which fuels our highly selective investment process. We rely on ourthis database to provide a highly transparent, versatile and informative platform through which investors can track, monitor and diligence portfolios. We depend on the continuation of our relationships with the fund managers and sponsors of the underlying funds and investments to maintain current data on these investments and private markets activity.activity generally. The termination of suchthese relationships by a criticalsignificant massnumber of suchthese fund managers and sponsors or the imposition of widespreadsignificant restrictions on our ability to use thethis data we obtain for our reporting and monitoring services couldwould adverselynegatively affectimpact our business,business and could have a material adverse effect on our financial condition and results of operations.

We may face damage to our professional reputation and legal liability if our services are not regarded as satisfactory orby forour other reasons.investors.

As a leading provider of private markets solutions, we depend to a large extent on our relationships with our investors and our reputation for integrity and high-caliber professional services to attract and retain investors. As a result, if an investor is not satisfied with our services, such dissatisfaction may be more damaging to our business than toclient dissatisfaction may be for other types of businesses. The importance of our reputation may increase as we seek to expandgrow our investor base and expand into new private markets.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against investment advisers has been increasing. Our asset management and advisory activities may subject us to the risk of significant legal liabilities to our investors and third parties, including our investors’ stockholders or beneficiaries, under securities or other laws and regulations forgoverning materiallythe falseadequacy orof misleadingdisclosures statementsand madeother matters in connection with securities and other transactions. In our investment management business, we make investment decisions on behalf of our investors that could result in substantial losses. Any such losses also may subject us to the risk of legal and regulatory liabilities or actions alleging negligent misconduct, breach of fiduciary duty or breach of contract. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. WeThe mayoccurrence incurof significantany such legal expenses in defending litigation. In addition, litigation or regulatory action againstcould usresult mayin tarnishsignifcant ourlegal reputationexpense, andas well as significant reputational harm that would diminish our ability to attract and retain investors.investors, Substantialand legal or regulatory liabilitytherefore could materiallyhave anda adverselymaterial affectadverse effect on our business, financial condition or results of operationsoperations, orand causefinancial significant reputational harm to us, which could seriously harm our business.condition.

Upon the closing of the acquisition of Qualitas, we willWe have a European presencepresence, following our acquisition of Qualitas in April 2025, and we intend to grow our non-U.S. business, including growth into new regions with which we have less familiarity and experience, and this growth is important to our overall success.experience. While we have a significant presence within the middle and lowerlower-middle middle-marketmarket private markets industry in North America, where the majority of our capital is currently being deployed, we intend to leverage our differentiated solutions to serve our global investors. OurOperating internationalinternationally, operations, presentlyparticularly in existencecountries or whichwhere we mayhave establishlimited experience, exposes us to a number of risks in theaddition future,to carrythose specialotherwise financialdescribed andin businessthis risks,annual whichreport, couldsuch include the followingas:

The following discussion and analysis relates to the activities and operations of P10.Ridgepost. As used in this section, “P10,Ridgepost,” the “Company”, “we” or “our” includes P10Ridgepost and only its consolidated subsidiaries. The following information should be read in conjunction with our selected financial and operating data and the accompanying consolidated financial statements and related notes contained elsewhere in this annual report on Form 10-K. Our historical results discussed below, and the way we evaluate our results, may differ significantly from the descriptions of our business and key metrics used elsewhere in this annual report on Form 10-K. The following discussion may contain forward-looking statements that reflects our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Form 10-K, particularly in "Risk Factors", the "Summary of Risk Factors" and the "Forward-Looking Information." Unless otherwise indicated, references in this Annual Report on Form 10-K to fiscal 2024,2025, fiscal 20232024 and fiscal 20222023 are to our fiscal years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively.

We are a leading multi-asset class private market solutions provider in the alternative asset management industry. Our mission is to provide our investors differentiated access to a broad set of solutions and investment vehicles across highly attractive asset classes and geographies that generate superior risk-adjusted returns. Our success and growth have been driven by our position in the private markets’ ecosystem, providing investors with specialized private market solutions across a comprehensive set of investment strategies, including primary investment funds, secondary investment,investment funds, direct investment and co-investments and advisory solutions. As investors entrust us with additional capital, our relationships with our fund managers are strengthened, which drives additional investment opportunities, sources more data, enables portfolio optimization and enhances returns, and in turn attracts new investors.

Private Equity Solutions (PES). Under PES, we make direct and indirect investments in middle and lower- middle market private equity across North America.America and Europe. PES also makes minority equity investments in a diversified portfolio of mid-sized managers across private equity, private credit, real estate and real assets. The PES investment team, which is comprised of 4270 investment professionals with an average of 2622+ years of experience, has deep and long-standing investor and fund manager relationships in the middle and lower-middle market which it has cultivated oversince theinception pastin 20 years,2001, including over 2,2803,800+ investors, 285320+ fund managers, 560690+ private market funds and 5,1005,600+ portfolio companies. We have 5770 active investment vehicles. PES occupies a differentiated position within the private markets ecosystem helping our investors access, perform due diligence, analyze and invest in what we believe are attractive middle and lower-middle market private equity opportunities. We are further differentiated by the scale, depth, diversity and accuracy of our constantly expanding proprietary private markets database that contains comprehensive information on more than 6,0006,400+ investment firms, 11,10062,700+ funds, 49,00094,500+ individual transactions, 32,60049,400+ private companies and 458,000556,000+ financial metrics. As of December 31, 2024,2025, PES managedhas $14.1raised over $24 billion assets under management ("AUM"), of which $17.5 billion are Fee-Paying Assets Under Management ("FPAUM"). AUM reflects the assets that we manage, and is calculated as the sum of: (i) net asset value ("NAV") of our clients' and funds' underlying investments as of the most recently available date; (ii) drawn and undrawn debt (excluding capital call lines); (iii) uncalled capital commitments (net of deferred purchase price and not in excess of total capital commitments, as applicable) as of the NAV record date; (iv) incremental commitments raised since NAV record date. In situations where NAV data is not available, such as with certain advisory relationships, we use FPAUM.

Venture Capital Solutions (VCS). Under VCS, we make investments in venture capital funds across North America and specialize in targeting high-performing, access-constrained opportunities. The VCS investment team, which is comprised of 1614 investment professionals with an average of 2418+ years of experience, has deep and long-standing investor and fund manager relationships in the venture market which it has cultivated oversince theinception pastin 14+ years,2007, including over 1,9802,000+ investors, 110120+ fund managers, 100120+ direct investments, 415450+ private market funds and 14,70016,500+ portfolio companies. We have 2023 active investment vehicles. Our VCS solution is differentiated by our innovative strategic partnerships and our vantage point within the venture capital and technology ecosystems, maximizing advantages for our investors. In addition, since 2011, we have partnered with Forbes to publish the Midas List, a ranking of the top value-creating venture capitalists. As of December 31, 2024,2025, VCS managedhas $6.4raised over $11 billion AUM, of which $6.8 billion are FPAUM.

Private Credit Solutions (PCS). Under PCS, we primarily make debt investments across North America, targeting lower middlelower-middle market companies owned by leading financial sponsors and also offer certain private equity solutions. PCS also provides loans to mid-life, growth equity, venture and other funds backed by the unrealized investments at the fund level and provide financing for companies that would otherwise require equity. The PCS investment team, which is comprised of 5453 investment professionals with an average of 25+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated oversince theinception pastin 22 years,1980, including 440430+ investors across 4947 active investment vehicles and 1,800+ portfolio companies with $9.8$10.5+ billion capital deployed. Our PCS is differentiated by our relationship-driven sourcing approach providing capital solutions for growth-oriented companies. We are further synergistically strengthened by our PESPCS network of fund managers, characterized by more than 6301,500+ credit opportunities annually. We currently maintain 80100+ active sponsor relationships and have 125130+ platform investments. Within PCS, the Company hasmakes investments that target renewable energy development andsupport historic building renovationpreservation, brownfield site remediation, and renewable energy projects, as well as provide capital to small businesses that are woman or minority owned or operated in underserved communities. These investments are differentiated in both the breadth of impact areas served, the type of capital deployed and the duration of the impact investing track record. FromAs the impact investing inception in 1999 throughof December 31, 2024,2025, inclusive of proprietary assets and assets managed by affiliates, Enhanced CapitalPCS has raised aover total$7 billion AUM, of $6.4which billion.$5.1 billion are FPAUM. Of the total AUM, impact assets represent $4.2$4.7 billion invested in over 1,000 projects and businesses across 40 states, Washington DC, and Puerto Rico and doesRico, not includeincluding investments made by non-impact affiliates. Investments in clean energy have generated an estimate of overabout 2,9004,000 GWh of renewable energy from inception to December 31, 2024. As of December 31, 2024, PCS managed approximately $5.2 billion of FPAUM.2025.

Primary Investment Funds. Primary investment funds refer to investment vehicles which target investments in new private markets funds, which in turn invest directly in portfolio companies. P10’sRidgepost’s primary investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor. Primary investments are made during a fundraising period in the form of capital commitments, which are called upon by the fund manager and utilized to finance its investments in portfolio companies during a predefined investment period. We receive a fee stream that is typically based on our investor’s committed, locked-in capital; capital commitments that typically average ten to fifteen years, though they may vary by fund and strategy. We offer primary investment funds across private equity and venture capital solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our primary funds comprise approximately $13.9$15.8 billion of our FPAUM as of December 31, 2024.2025.

Direct and Co-Investment Funds. Direct and co-investments involve acquiring an equity interest in or making a loan to an operating company, project, property, alternative asset manager, or asset, typically by co-investing alongside an investment by a fund manager or by investing directly in the underlying asset. P10’sRidgepost’s direct and co- investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor. Capital committed to direct investments and co-investments is typically invested immediately, thereby advancing the timing of expected returns on investment. We typically receive fees from investors based upon committed capital, with some funds receiving fees based on invested capital. Capital commitments from investors typically average ten to fifteen years, though they may vary by fund. We offer direct and co-investment funds across our private equity, venture capital, impact investing and private credit solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our direct investing platform comprises approximately $10.2$10.6 billion of our FPAUM as of December 31, 2024.2025.

Secondaries.Secondary SecondariesInvestment Funds. Secondary investment funds refer to investments in existing private markets funds through the acquisition of an existing interest in a private markets fund by one investor from another in a negotiated transaction. In so doing, the buyer agrees to take on future funding obligations in exchange for future returns and distributions. Because secondary investmentsinvestment funds are generally made when a primary investment fund is three to seven years into its investment period and has deployed a significant portion of its capital into portfolio companies, these investments are viewed as more mature. We typically receive fees from investors on committed capital for a decade, the typical life of the fund. We currently offer secondariessecondary investment funds across our private equity solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our secondary investment funds comprise approximately $1.6$3.0 billion of our FPAUM as of December 31, 2024.2025.

Our business is affected by a variety of factors, including conditions in the financial markets and economic and political conditions in the North American and European markets in which we operate, as well as changes in global economic conditions, and regulatory or other governmental policies or actions, which can materially affect the values of the funds our platforms manage, as well as our ability to effectively manage investments and attract capital. Despite higher interest rates and the global economy outlook remaining uncertain, we continue to seebenefit from institutional investors turning towards alternative investments to achieve asset class diversification, superior investment returns, and participation in access constrainedaccess-constrained investment opportunities.

Accelerating demand for private markets solutions. Our ability to attract new capital is dependent on investor demand for private markets solutions. We believe the composition of public markets is fundamentally shifting and will continue to drive growth in private markets investing as fewer companies elect to become public corporations, while more companies are choosing to stay privately heldprivate or return to being privately held. Furthermore, investors continue to increase their exposure to passive strategies in search forof lower fee alternatives. We believe the continued move away from active public market strategies into passive strategies will support growth in private market solutions as investors seek higher risk-adjusted returns. Additional trends driving investor demand are (a) increasing long-term investor allocations towards private market asset classes, and (b) legislation that allows retirement plans to add private equity vehicles as an investment option, and (c) the adoption of Environmental, Social, and Corporate Governance (“ESG”)option and impact investing by the institutional and high net worthhigh-net-worth investor community, and demand from high-net-worth individuals, also known as retail investors.

Favorable lower and lower-middle market dynamics, and data drivendata-driven sourcing. We attribute our strong investment performance track record to several factors, including: our broad private market relationships and access to fund managers and investments, our diligent and responsible investment process, our tenured investing experienceexperience, and our premier data, technology, and analytic capabilities. Our ability to continue generating strong returns will be impacted by lower and lower-middle market dynamicsdynamics, and our ability to source deals efficiently and effectively using data analytics. As more companies choose to remain private, we believe smaller companies will continue to dominate market supply, with significantly less capital in pursuit. This favorable lower and lower-middle market dynamic implies a larger pool of opportunities at compelling purchase price valuations with significant return potential. In addition, our premier data and analytic capabilities, driven by our proprietary database, support our robust and disciplined sourcing criteria, which fuelsfuel our highly selective investment process. Our database stores and organizes a universe of managers and opportunities with powerful tracking metrics that we believe drive optimal portfolio construction, management, and monitoringmonitoring. This enables and enablesupports a portfolio grading system, as well as a repository of investment evaluation scorecards. Our ability to maintain our data advantage is dependent on several factors, including our continued access to a broad set of private market information on an on-going basis.

Expanding asset class solutions, broadenbroadening geographic reach and growgrowing private markets network effect. Our ability to continue growing is impactedinfluenced by our scalability and ability to maximize investor relationships. The purviewscope of private markets has meaningfullyexpanded broadenedsignificantly over the last decade. As investors increase their allocations to private marketsmarkets' investments, we believe the demand for asset class diversification will rise. Furthermore, as part of this evolutionevolution, we believe investors will seek out private market solutions providers with scale and anthe ability to deliver multiple asset classes and vehicle solutionssolutions, tohereby streamlinestreamlining relationships and pursuepursuing cost efficiency. Our scalable business model is well positionedwell-positioned to expand and grow our footprint as we developbroaden our position within the private markets ecosystem to further leverage our synergistic solutions offering.ecosystem. We currently have a leading presence in North America,America butand, with the acquisition of Qualitas, we now also have a presence in Europe. We believe that expanding our investor presence into international markets can be a significant growth driver for our business as investors continue to seek geographically diverse private market exposure. Further, expanding into additional asset class solutions can enable us to further enhance our integrated network effect across private markets by, among other benefits, fostering deeper manager relationships. We believe that the growing number of private marketsmarkets' focused fund managers increases the operational burden on investors and will lead to a greater reliance on highly trustedhighly-trusted advisors to help investors navigate the complexity associated with multi- assetmulti-asset class manager selection.

Our ability to raise capital in order to fund acquisitions and strategic growth initiatives. In addition to organic growth of our existing solutions and services,business, our growth will continue to depend, in part, on our ability to identify, evaluate and acquire high performing and high-quality asset management businesses to expand our team of asset managers and advisors, as well as expand the industries and end markets which we serve. These acquisitions may require us to raise additional capital through debt financing or the issuance of equity securities. Our ability to obtain debt with acceptable terms will be influenced by the corporate debt markets and prevailing interest rates, as well as our current credit worthiness.credit-worthiness. The funding available through the issuance of equity securities will be determined in part by the market price of our shares.

Increased competition to work with top private equity fund managers. There has been a trend amongst larger private markets investors to consolidate the number of general partners inwith which they invest and work with. At times, this has led to certain funds being oversubscribed due to the increasing flow of capital. This has resulted in some investors, primarily smaller investors or less strategically important investors, not being able to gain access to certain funds. Our ability to invest and maintain our sphere of influence with these high-performing fund managers is critical to our investors’ success and our ability to maintain our competitive position and grow our revenue.

Data advantage relative to competitors. We believe that the general trend towards transparency and consistency in private markets reporting will create new opportunities for us to leverage our databases and analytical capabilities. We intend to continue to use these advantages afforded to us by our proprietary databases, analytical toolstools, and deep industry knowledge to drive our performance, provide our clients with customized solutions across private markets asset classesclasses, and continue to differentiate our products and services from those of our competitors. Our ability to maintain our data advantage is dependent on several factors, including our continued access to a broad set of private market information on an on-goingongoing basis, as well as our ability to maintain our investment scale, considering the evolving competitive landscape and potential industry consolidation.

Counter-cyclicalAll-weather strategies can thrive in a higher-ratemyriad environment.of environments. Some strategies are counter-cyclical in nature and can take advantage of a higher rate environment. Specifically, private credit products, including our NAV lending strategy, with floating rate terms, benefit from the current environment, with floating rates and longer duration. The higher rate environment also benefits our venture debt strategy as rates float throughout the investment period.

Other revenue consists of subscription and consulting agreements and referral fees that we offer in certain cases. Subscription and consulting agreements provide advisory and/or reporting services to our investors such as monitoring and reporting on an investor’s existing private markets investments. The subscription and consulting agreements typically have renewable one-year lives, and revenue is recognized ratably over the current term of the subscription or the agreement. If subscriptions or fees have been paid in advance, these fees are recorded as deferred revenue on our Consolidated Balance Sheets. Referral fee revenue is recognized upon closing of opportunities where we have referred credit opportunities that do not match our investment criteria. Incentive fees consists of carried interest income from an uncommona pre-acquisition legacy managed fund and incremental incentive revenues earned as a part of an advisory agreement between ECG and Crossroads Impact Corp.Corp, which was terminated by the parties on December 23, 2024.

The Company recognizes an accrued contingent liability and contingent payments to customers in our Consolidated Balance Sheets for agreements between ECG and third parties. The agreements require ECG to share in certain revenues earned with the third parties and also includes an option for the third parties to sell back the revenue share to ECG at a set multiple. Additionally, ECG holds the option to buy back 50% of the revenue share at a set multiple. The options are exercisable starting in July 2025. The Company believes it is probable that thethese third parties will exercise their options to sell back the revenue share and has recognized liabilities on the Consolidated Balance Sheets. The Company has also recognized contingent payments to customers assets associated with the agreements and will amortize the assets against revenue over the estimated length of the management contracts. The amortization is reported in management and advisory fees on the Consolidated Statements of Operations.

Strategic alliance expense iswas included in operating expenses. This expense iswas driven by the Strategic Alliance Agreement that Bonaccord entered into with an investor at the time Bonaccord was acquired in exchange for a portion of net management fee earnings. On April 1, 2025, the investor converted their portion of Bonaccord's net management fee earnings into an equity interest in Bonaccord.

Interest expense, net includes interest paid and accrued on our outstanding debt, along with the amortization of deferred financing costs. Other income (loss) includes any income/(loss) from unconsolidated subsidiaries, interest income earned from bank accounts across management companies, the loss recognized for the conversion of the right to receive 15% of net management fee earnings to a 15% equity interest in Bonaccord, remeasurement of the contingent loss related to the Clifford guarantee, and any accrued expenses related to litigation and regulatory activity as necessary, which would be discussed in Note 13 of our Consolidatedconsolidated Financialfinancial Statements.statements.

Income Tax Benefit/(Expense)

Income tax benefit/(expense) is comprised of current and deferred tax benefit/(expense).expense. Current income tax benefit/(expense) represents our estimated taxes to be paid or refunded for the current period. In accordance with ASC 740, Income Taxes (“"ASC 740”"), we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is more likely than not to be realized.

FPAUM reflects the assets from which we earn management and advisory fees. Our vehicles typically earn management and advisory fees based on committed capital, and in certain cases, net invested capital, depending on the fee terms. Management and advisory fees based on committed capital or deployed capital are not affected by market appreciation or depreciation.

Our revenue is composed almost entirely of recurring management and advisory fees, with the vast majority of fees earned on committed capital that is typically subject to ten to fifteen year lock up agreements, therefore our average fee rates have remained stable at approximately 1% of average FPAUM for the years ended December 31, 20242025 and December 31, 2023.2024. For the year ended December 31, 20242025 compared to the year ended December 31, 2023, revenues increased $54.7 million or 23% due to higher2024, management and advisory fees asincreased welldue asto an increase in catchaverage upFPAUM feesdespite a decrease in catch-up fees, however revenues remained flat due to funda closingsdecrease acrossin theone-time Company.revenues for ancillary services.

Management and advisory fees increased $51.5$2.3 million, or 22%,1%, to $290.2$292.5 million for the year ended December 31, 20242025 as compared to the year ended December 31, 20232024. dueThe growth in management and advisory fees is attributable to continued success in fundraising and deployeddeploying capitalcapital. throughout 2024 and 10% growth in average FPAUM acrossFurthermore, the Company.Qualitas acquisition added to our FPAUM. Catch up fees for the year ended December 31, 20242025 were $38.9$5.4 million. Catch up fees are associated with the fund closings at Bonaccord,Qualitas, TrueBridgeRCP, and RCP.TrueBridge.

Other revenues, which represent ancillary elements of our business, increaseddecreased by $3.2$1.4 million or 107%22% to $6.2$4.9 million for the year ended December 31, 20242025 as compared to the year ended December 31, 20232024 driven by a $2.1 million ofdecrease in recognized carried interest income from an uncommon pre-acquisition legacy managed fund,fund offset slightly by an increase of $0.6$0.7 million in ancillary services provided to clients, an increase of $0.4 million of interest income, and an increase of $0.1 million of subscription fee revenues.clients.

Total operating expenses increaseddecreased by $15.0$4.0 million, or 7%,2%, to $235.8$231.8 million for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. This increasedecrease was primarilydriven dueby toa increasesdecrease of compensation and benefits expense offset by an increase in professional fees and general, administrative, and other expenses.

Professional fees increased by $8.8$4.1 million, or 69%,19%, to $21.5$25.5 million primarily driven by a $3.2$2.3 million increase in professional and legal fees associated with theacquisition Company's debt refinancingactivity and theother remainingstrategic increasetransactions attributable toduring the Company'syear transitionsended relatedDecember to31, build out of management team, office locations, policies2025 as well as normal course of business such as contract modifications, filings,filings and duecompliance. diligenceAdditionally forfees acquisitions.related to audit, SEC Rule 404(b) implementation, tax, and compliance services provided to the Company increased by $1.4 million during the year ended December 31, 2025.

General, administrative and other increased by $6.2$6.4 million, or 27%22% to $28.8$35.1 million, due to $2.2 million of additional placement agent fees and other expenses associated with increased revenues, $1.4 million increase in marketing efforts, as well as $2.4$4.6 million of ongoing enhancements to infrastructure, technology, premises, and security across the Company.Company as well as $0.8 million increase in marketing efforts, and $0.7 million increase in depreciation expense.

StrategicContingent allianceconsideration expense increased by $3.0$2.8 million, or 201%, to $4.5$2.9 millionmillion, for the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. This iswas due to an increase in net management fee earnings that wasprimarily driven by additionalremeasurement fundraisingof andthe managementcontingent feeconsideration revenuepayable in 2024.connection with the Qualitas acquisition in April 2025.

Other expensesexpense increased by $8.2$0.9 million, or 34%,3%, to $32.3$33.1 million for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. This increase was driven by $10.1$1.8 million in other (losses)/income related to the measurement expense of contra-revenue put option related to incentive fees. Additionally, an increase in interest expense of $3.6 million due to a higher average of SOFR rates and a larger average outstanding debt balance for the year ended December 31, 20242025. comparedAdditionally, a $6.5 million loss for the conversion of the Strategic Alliance Agreement to thean yearequity endedinterest Decemberin 31,Bonaccord 2023.and This was offset slightly by $2.4$1.6 million inremeasurement otherexpense (losses)/incomeof contra-revenue put option related to legalincentive settlement expenses incurred in the year ended December 31, 2023 compared to a $1.2 million legal settlement gainfees recognized in the year ended December 31, 2024.2025 Thewere offset by a $10.1 million measurement expense of contra-revenue put option related to incentive fees and $1.0 million gain from legal settlements in both 2023 and 2024 were primarilysettlement related to a matter with the Oregon Department of Justice. The increase was also slightly offset by $2.0 million increaseJustice in otherthe (losses)/incomeyear relatedended toDecember interest31, earned for money market accounts and income from unconsolidated subsidiaries.2024.

Income tax expense increased by $4.1$0.7 million to an expense of $9.4 million for the year ended December 31, 2025 compared to an expense of $8.7 million for the year ended December 31, 2024 compared to an expense of $4.6 million for the year ended December 31, 2023.2024. The increase in income tax expense from 20232024 to 20242025 was due to an increase in overall net operating income and flow-through income from underlying investments in 2024.income.

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

FPAUM increased by $2.4$3.7 billion or 10%15% to $25.7$29.4 billion for the year ended December 31, 2024,2025, due primarily to anorganic increasegrowth inthrough capital raised and capital deployed from our private equity and ventureprivate capitalcredit solutions,paired whichwith inorganic growth through the Qualitas acquisition in April 2025. This increase was offset by a decline of fees related to scheduled fee stepdowns and expirationexpirations of fees. Our FPAUM growth and concentration across solutions and vehicles has been relatively consistent over time but can vary in particular periods due to the systematic fundraising cycles of new funds, which typically lasts 12-24 months. We expect to continue to expand our fundraising efforts and grow FPAUM with the launch of new specialized investment vehicles and asset class solutions.

We use Fee-Related Revenue ("FRR"), Fee-Related Earnings ("FRE"), Adjusted Net Income ("ANI"), asFee-Related well as Adjusted EBITDARevenue (Earnings Before Interest, Taxes, Depreciation"FRR"), and AmortizationFee-Related Earnings ("FRE") to provide additional measures of profitability. We use the measures to assess our performance relative to our intended strategies, expected patterns of profitability, and budgets, and use the results of that assessment to adjust our future activities to the extent we deem necessary. FRR is calculated as Total Revenues less any incentivenon-fee fees.related FRE is a non-GAAP performance measure used to monitor our baseline earnings less any incentive fee revenue and excluding any incentive fee-related expenses.revenue. ANI reflects an estimate of our actual cash flows generated by our core operations. ANI is calculated as AdjustedFRE, EBITDA,plus non-fee related income less strategic alliance noncontrolling interests expense, less actual cash paid for interest and federal and state income taxes.

In order to compute Adjusted EBITDA,FRE, we adjust our GAAP net income/(loss) for certain items, including the following items:

Expenses related to one-time technical accounting matters and the debt refinancing completed in August 2024;

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

The cash income taxes paid during the 20242025, 2024, and 2023 periods differ significantly from the net income tax expense, which is primarily comprised of deferred tax expense as described in the results of operations.

We have continued to support our ongoing operations through the receipt of management and advisory fee revenues. However, to fund our continued growth, we have utilized capital obtained through debt and equity raises. Our ability to continue to raise funds or issue new shares as consideration will be critical as we pursue additional business development opportunities and new acquisitions.

On December 22, 2021, P10, Inc. entered into a Term Loan and Revolving Credit Facility with JP Morgan Chase Bank, N.A.. The term loan and revolving credit facility provides financing for acquisition activity. The term loan provides for a $125.0 million facility and the revolving credit facility provides for an additional $125.0 million. There is also a $125 million accordion feature available in the credit agreement, which we exercised in September 2022. The accordion was not drawn until October 2022, at which point it was divided to $87.5 million of term loan and $37.5 million of revolver. On August 1, 2024, the Company entered into the Amended and Restated Credit Agreement, which provides for a new senior secured revolving credit facility in the amount of $175.0 million with a $10.0 million sublimit for the issuance of letters of credit, and a new senior secured loan facility in the amount of $325.0 million. The NewAmended and Restated Credit Facilities are to be used to refinance and replace the credit facilities under the Creditthen Agreementexisting credit agreement and for general corporate purposes, including acquisitions.

As of MarchJune 31,30, 2026, our private market solutions were comprised of the following:

Private Equity Solutions (PES). Under PES, we make direct and indirect investments in middle and lower- middle market private equity across North America and Europe. PES also makes minority equity investments in a diversified portfolio of mid-sized managers across private equity, private credit, real estate and real assets. The PES investment team, which is comprised of 66 investment professionals with an average of 23+ years of experience, has deep and long-standing investor and fund manager relationships in the middle and lower-middle market which it has cultivated since inception in 2001, including over 3,800+ investors, 320+330 fund managers, 570+ private market funds and 5,400+5,600 portfolio companies. We have 7471 active investment vehicles. PES occupies a differentiated position within the private markets ecosystem helping our investors access, perform due diligence, analyze and invest in what we believe are attractive middle and lower-middle market private equity opportunities. We are further differentiated by the scale, depth, diversitydiversity, and accuracy of our constantly expanding proprietary private markets database that contains comprehensive information on more than 6,6006,700 investment firms, 11,800 funds, 52,40052,700 individual transactions, 34,00034,300 private companies and 556,000 financial metrics. As of MarchJune 31,30, 2026, PES has raised over a total of $25+ billion in assets under management ("AUM"), of which $18.2$18.3 billion are Fee-Paying Assets Under Management ("FPAUM"). AUM reflects the assets that we manage, and is calculated as the sum of: (i) net asset value (“"NAV”") of our clients’clients' and funds’funds' underlying investments as of the most recently available date; (ii) drawn and undrawn debt (excluding capital call lines); (iii) uncalled capital commitments (net of deferred purchase price and not in excess of total capital commitments, as applicable) as of the NAV record date; (iv) incremental commitments raised since NAV record date. In situations where NAV data is not available, such as with certain advisory relationships, we use FPAUM.

Venture Capital Solutions (VCS). Under VCS, we make investments in venture capital funds across North America and specialize in targeting high-performing, access-constrained opportunities. The VCS investment team, which is comprised of 1415 investment professionals with an average of 19+ years of experience, has deep and long-standing investor and fund manager relationships in the venture market which it has cultivated since inception in 2007, including over 2,130+2,210 investors, 120+125 fund managers, 130+140 direct investments, 470+480 private market funds and 16,600+17,300 portfolio companies. We have 2524 active investment vehicles. Our VCS solution is differentiated by our innovative strategic partnerships and our vantage point within the venture capital and technology ecosystems, maximizing advantages for our investors. In addition, since 2011, we have partnered with Forbes to publish the Midas List, a ranking of the top value-creating venture capitalists. As of MarchJune 31,30, 2026, VCS has raised over a total of $13+$15 billion AUM, of which $7.8$8.2 billion are FPAUM.

Private Credit Solutions (PCS). Under PCS, we primarily make debt investments across North America, targeting lower middle market companies owned by leading financial sponsors and also offer certain private equity solutions. PCS also provides loans to mid-life, growth equity, venture and other funds backed by the unrealized investments at the fund level and provideprovides financing for companies that would otherwise require equity. The PCS investment team, which is comprised of 5270 investment professionals with an average of 26+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated since inception in 1980, including over 540+ investors across 4857 active investment vehicles and over 1,800+ portfolio companies with $10.5+over $10.7 billion of capital deployed. Our PCS is differentiated by our relationship-driven sourcing approach providing capital solutions for growth-oriented companies. We are further synergistically strengthened by our PCS network of fund managers, characterized by more than 630 credit opportunities annually. We currently maintain 95+over 170 active sponsor relationships and have 130+over 250 platform investments. Within PCS, the Company makes investments that support historic building preservation, brownfield site remediation, and renewable energy projects, as well as provide capital to small businesses in underserved communities. These investments are differentiated in both the breadth of impact areas served, the type of capital deployed and the duration of the impact investing track record. As of MarchJune 31,30, 2026, PCS has raised over a total of $7+$11 billion AUM, of which $5.0$7.8 billion are FPAUM. Of the total AUM, impact assets represent $4.9$5.0 billion invested in over 1,000 projects and businesses across 40 states, Washington,Washington D.C.,DC, and Puerto Rico, not including investments made by non-impact affiliates. Investments in clean energy have generated an estimated 4,000 GWh of renewable energy from inception to December 31, 2025.

Primary Investment Funds. Primary investment funds refer to investment vehicles which target investments in new private markets funds, which in turn invest directly in portfolio companies. Ridgepost’s primary investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor. Primary investments are made during a fundraising period in the form of capital commitments, which are called upon by the fund manager and utilized to finance its investments in portfolio companies during a predefined investment period. We receive a fee stream that is typically based on our investor’sinvestors' committed, locked-in capital;capital, with capital commitments that typically average ten to fifteen years, though they may vary by fund and strategy. We offer primary investment funds across private equity and venture capital solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our primary funds comprise approximately $16.5$16.9 billion of our FPAUM as of MarchJune 31,30, 2026.

Direct and Co-Investment Funds. Direct and co-investments involve acquiring an equity interest in or making a loan to an operating company, project, property, alternative asset manager, or asset, typically by co-investing alongside an investment by a fund manager or by investing directly in the underlying asset. Ridgepost’s direct and co- investment funds include both commingled investment vehicles with multiple investors as well as customizable separate accounts, which typically include one investor. Capital committed to direct investments and co-investments is typically invested immediately, thereby advancing the timing of expected returns on investment. We typically receive fees from investors based upon committed capital, with some funds receiving fees based on invested capital. Capital commitments from investors typically average ten to fifteen years, though they may vary by fund. We offer direct and co-investment funds across our private equity, venture capital, and private credit solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our direct investing platform comprises approximately $11.2$14.0 billion of our FPAUM as of MarchJune 31,30, 2026.

Secondary Investment Funds. Secondary investment funds refer to investments in existing private markets funds through the acquisition of an existing interest in a private markets fund by one investor from another in a negotiated transaction. In so doing, the buyer agrees to take on future funding obligations in exchange for future returns and distributions. Because secondary investment funds are generally made when a primary investment fund is three to seven years into its investment period and has deployed a significant portion of its capital into portfolio companies, these investments are viewed as more mature. We typically receive fees from investors on committed capital for a decade, the typical life of the fund. We currently offer secondary investment funds across our private equity solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our secondary investment funds comprise approximately $3.3$3.4 billion of our FPAUM as of MarchJune 31,30, 2026.

Accelerating demand for private markets solutions. Our ability to attract new capital is dependent on investor demand for private markets solutions. We believe the composition of public markets is fundamentally shifting and will continue to drive growth in private markets investing as fewer companies elect to become public corporations, while more companies are choosing to stay private or return to being privately held. Furthermore, investors continue to increase their exposure to passive strategies in search of lower fee alternatives. We believe the continued move away from active public market strategies into passive strategies will support growth in private market solutions as investors seek higher risk-adjusted returns. Additional trends driving investor demand are (a) increasing long-term investor allocations towards private market asset classes and (b) legislation that allows retirement plans to add private equity vehicles as an investment option and impact investing by the institutional and high-net-worthhigh net worth investor community, and demand from high-net-worthhigh net worth individuals, also known as retail investors.

Expanding asset class solutions, broadening geographic reach and growing private markets network effect. Our ability to continue growing is influenced by our scalability and ability to maximize investor relationships. The scope of private markets has expanded significantly over the last decade. As investors increase their allocations to private markets' investments, we believe the demand for asset class diversification will rise. Furthermore, as part of this evolution we believe investors will seek out private market solutions providers with scale and the ability to deliver multiple asset classes and vehicle solutions, thereby streamlining relationships and pursuing cost efficiency. Our acquisition of Stellus expanded our capabilities to include sponsor-backed direct lending focused on the lower-middle market. Our scalable business model is well-positioned to expand and grow our footprint as we broaden our position within the private markets ecosystem. We currently have a leading presence in North America,America and, with the acquisition of Qualitas, we now also have a presence in Europe. We believe that expanding our presence into international markets can be a significant growth driver for our business as investors continue to seek geographically diverse private market exposure. Further, expanding into additional asset class solutions can enable us to further enhance our integrated network effect across private markets by, among other benefits, fostering deeper manager relationships. We believe the growing number of private markets' focused fund managers increases the operational burden on investors and will lead to a greater reliance on highly trusted advisors to help investors navigate the complexity associated with multi-asset class manager selection.

Political uncertainty, foreign currency exposure, and increasing regulatory requirements. There is uncertainty inand fluctuation around potential legal, regulatory, currency exchange rates and tax changes, which may impact our profitability or impact our ability to operate and grow our business. Additionally, the complex regulatory and tax environment carries the potential to restrict our operations and our business activities, as well as subject us to increased compliance and administrative burdens.

Our ability to raise capital in order to fund acquisitions and strategic growth initiatives. In addition to organic growth of our existing business, our growth will continue to depend, in part, on our ability to identify, evaluate and acquire high performinghigh-performing and high-quality asset management businesses to expand our team of asset managers and advisors, as well as expand the industries and end markets which we serve. These acquisitions may require us to raise additional capital through debt financing or the issuance of equity securities. Our ability to obtain debt with acceptable terms will be influenced by the corporate debt markets and prevailing interest rates, as well as our current credit worthiness.creditworthiness. The funding available through the issuance of equity securities will be determined in part by the market price of our shares.

Increased competition to work with top private fund managers. There has been a trend amongst larger private markets investors to consolidate the number of general partners with which they invest and work with.work. At times, this has led to certain funds being oversubscribed due to the increasing flow of capital. This has resulted in some investors, primarily smaller investors or less strategically important investors, not being able to gain access to certain funds. Our ability to invest and maintain our sphere of influence with these high-performing fund managers is critical to our investors’ success and our ability to maintain our competitive position and grow our revenue.

We earn management and advisory fees based on a percentage of gross assets, investors’ capital commitments, incommitments or, in select cases, capital deployed to our investment funds. Management and advisory fees during the commitment period are charged on capital commitments andand, after the commitment period (or a defined anniversary of the fund’s initial closing), isare reduced by a percentage of the management and advisory fees for the preceding years or charged on net invested capital or NAV, in select cases. Fee schedules are generally fixed and set for the expected life of the funds, which typically are between ten toand fifteen years. These fees are typically staged to decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to investors. WeManagement fees also earninclude revenues through catch-upincentive fees based on thenet fundsinvestment weincome, manage.which Catch-upare subject to performance hurdles. Such incentive fees are earned from investors that make commitments to the fund after the first fund closing occurs during the fundraising period of funds originally launched in prior periods, andclassified as such the investors are required to pay a catch-up fee as if they had committed to the fund at the first closing. While catch-upmanagement fees are not a significant component of our overall revenue stream, they may result in a temporary increase in our revenues in the periodConsolidated inStatements whichof Operations as they arereflect recognized.the management and advisory services provided for the respective quarter, not subject to repayment, and cash-settled each quarter.

Other revenue consists of subscription and consulting agreements and referral fees that we offer in certain cases. Subscription and consulting agreements provide advisory and/or reporting services to our investors such as monitoring and reporting on an investor’s existing private markets investments. The subscription and consulting agreements typically have renewable one-year lives, and revenue is recognized ratably over the current term of the subscription or the agreement. If subscriptions or fees have been paid in advance, these fees are recorded as deferred revenue on our Consolidated Balance Sheets. Referral fee revenue is recognized upon closing of opportunities where we have referred credit opportunities that do not match our investment criteria. Incentive fees consist of carried interest income from a pre-acquisition legacy managed fund. The acquisition of Stellus added arrangement fees. Arrangement fees are transaction-based fees earned in connection with financing activities undertaken by investment funds and portfolio companies managed or advised by the Company. Such fees may arise from debt origination and placement activities, refinancing transactions, amendments and restructurings of existing financing arrangements, incremental debt raises, lender participation structures, and other financing execution services.

Compensation and benefits are our largest expense and consistsconsist of salaries, bonuses, severance, stock-based compensation, earnout and bonus payments related to the acquisition of WTI, employee benefits and employer-related payroll taxes. Despite our general operating leverage that exists, we expect to continue to experience an incremental rise in compensation and benefits expense commensurate with expected growth in headcount and with the need to maintain competitive compensation levels as we expand into new markets to create new products and services. In substantially all instances, the Company does not hold carried interests in the funds that we manage. Carried interest is typically structured to stay with the investment professionals. It allows our investment professionals to receive additional benefit and provides economic incentive for them to outperform on behalf of our investors. This structure differs from that of most of our competitors, which we believe better aligns the objectives of our stockholders, investors, and investment professionals.

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

Income tax expense is comprised of current and deferred tax expense. Current income tax expense represents our estimated taxes to be paid or refunded for the current period. In accordance with ASC 740, Income Taxes, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount we believe is more likely than not to be realized. The Company expects to fully utilize the net operating losses and become a federal tax payertaxpayer in 20262026.

For the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025.

Our revenue is composed almost entirely of recurring management and advisory fees, with the vast majority of fees earned on committed capital that is typically subject to tenten-to-fifteen-year tolock-up fifteen year lock up agreements,agreements; therefore our average fee rates have remained stable at approximately 1% of average FPAUM for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025. For the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, revenues increased by $7.4$8.2 million or 11% due to higher management and advisory fees across the Company.

Management and advisory fees increased by $6.9$8.0 million, or 10%,11%, to $73.6$79.5 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 primarily due to continued fundraising and deployed capital and 18%19% growth in average FPAUM across the CompanyCompany. as well as theThe acquisition of QualitasStellus is included in the second quarter of 2025.2026 Catchbut upis nominal in impact as Stellus was only included for eight days of the quarter. Catch-up fees for the three months ended MarchJune 31,30, 2026 were $0.8$2.2 million. Catch upCatch-up fees are associated with the fund closings at Bonaccord, Qualitas, RCP, TrueBridge, and Qualitas.TrueBridge.

Other revenues, which represent ancillary elements of our business,revenues increased by $0.5$0.7 million or 52%32% to $1.4$2.8 million for the threesix months ended MarchJune 31,30, 2026 as compared to the threesix months ended MarchJune 31,30, 2025 primarily driven primarily by an increase of $0.3$0.5 million of income associated with one-time ancillary services performed for certain funds in other revenue as well as an increase of $0.1 million of consulting and referral fees.revenue.

For the Three Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Total operating expenses decreasedincreased by $1.1$8.2 million, or 2%,15%, to $55.4$63.2 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This decreaseincrease was primarily due to aan gainincrease associated with thein remeasurement of Qualitas' contingent consideration offset largely by increases inexpense, general, administrative, and other expenses, as well as compensation and benefits.benefits expense, offset by slight decreases in professional fees and amortization of intangibles.

StrategicProfessional alliance expensefees decreased by $0.7 millionmillion, or 10%, to $0$6.1 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025. This was primarily driven by a decrease wasin duelegal fees associated with the Company's strategic transactions along with acquisition activity in the three months ended June 30, 2025 compared to the conversionlegal offees associated primarily with the StrategicCompany's Allianceacquisition Agreement to an equity interestactivity in Bonaccord,the whichthree wasmonths effectiveended onJune April30, 1, 2025.2026.

For the Three Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Other expense decreased by $0.3$5.3 million, or 5%,44%, to $5.9$6.8 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This decrease was driven by a gain of $0.2$6.5 million loss recognized for the remeasurementconversion of contra-revenuethe put option relatedright to incrementalreceive fees15% forof thenet Cliffordmanagement Guaranteeearnings to a 15% equity interest in Bonaccord in the three months ended MarchJune 31,30, 20262025 comparedoffset toby a $0.9 million decrease in income from unconsolidated subsidiaries and an increase in interest expense of $0.2 million foron the remeasurementdebt offacility contra-revenue put option relateddue to incremental fees for the Clifford Guarantee in the three months ended March 31, 2025. This gain was offset slightly by a $0.2larger millionoutstanding decreasedebt in income related to interest earned for the management company's cash in money market accountsbalance for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

For the Three Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

Income tax expense was $4.0$2.4 million for the three months ended MarchJune 31,30, 2026, an increase of $3.7$1.1 million from $0.3$1.3 million for the three months ended MarchJune 31,30, 2025. This increase was mainlyprimarily due to higherincreased income and a discrete tax shortfalldecrease in windfall deduction related to the stock-based compensation-related tax costscompensation in the three months ended MarchJune 31,30, 2026.2026 compared to the three months ended June 30, 2025.

In certain vehicles, fees are based on capital deployed, as suchthereby increasing FPAUM.

FPAUM as of MarchJune 31,30, 2026

FPAUM increased by $1.5$4.9 billion, or 5%,billion to $31.0$34.3 billion for the three months ended MarchJune 31,30, 2026, due primarilyto tothe acquisition of Stellus and an increase in capital raised and capital deployed from our private equity and ventureprivate capitalcredit solutions, which was offset by a decline ofin fees related to scheduled fee stepdowns and expirations of fees. Our FPAUM growth and concentration across solutions and vehicles hashave been relatively consistent over time but can vary in particular periods due to the systematic fundraising cycles of new funds, which typically lastslast 12-24 months. We expect to continue to expand our fundraising efforts and grow FPAUM with the launch of new specialized investment vehicles and asset class solutions.

We use Adjusted Net Income ("ANI"), Fee-Related Revenue ("FRR"), and Fee-Related Earnings ("FRE") to provide additional measures of profitability. We use the measures to assess our performance relative to our intended strategies, expected patterns of profitability, and budgets, and use the results of that assessment to adjust our future activities to the extent we deem necessary. FRR is calculated as Total Revenues less any non-fee related revenue. ANI reflects an estimate of our cash flows generated by our core operations. ANI is calculated as FRE, plus non-fee related income less strategic alliance noncontrolling interests expense, less actual cash paid for interest and federalfederal, state, and stateforeign income taxes.

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

Acquisition-related expenses which reflectsreflect the actual costs incurred during the period for the acquisition of new businesses, which primarily consistsconsist of fees for professional services including legal, accounting, and advisory, as well as bonuses paid to employees directly related to the acquisition The effects of income taxes; and Non-fee related income.

The cash income taxes paid during the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 as well as during the six months ended June 30, 2026 and June 30, 2025 differ significantly from the net income tax expense, which is primarily comprised of deferred tax expense as described in the results of operations.