Ridgepost Capital, Inc.

Previous wording

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+ fund managers, 570+ private market funds and 5,400+ portfolio companies. We have 74 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 6,600 investment firms, 11,800 funds, 52,400 individual transactions, 34,000 private companies and 556,000 financial metrics. As of March 31, 2026, PES has raised a total of $25+ billion in assets under management ("AUM"), of which $18.2 billion are Fee-Paying Assets Under Management ("FPAUM"). 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.

Current wording

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, 330 fund managers, 570 private market funds and 5,600 portfolio companies. We have 71 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 6,700 investment firms, 11,800 funds, 52,700 individual transactions, 34,300 private companies and 556,000 financial metrics. As of June 30, 2026, PES has raised over a total of $25 billion in assets under management ("AUM"), of which $18.3 billion are Fee-Paying Assets Under Management ("FPAUM"). AUM reflects the assets that we manage, and is calculated as the sum of: (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.

Previous wording

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 14 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+ investors, 120+ fund managers, 130+ direct investments, 470+ private market funds and 16,600+ portfolio companies. We have 25 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 March 31, 2026, VCS has raised a total of $13+ billion AUM, of which $7.8 billion are FPAUM.

Current wording

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 15 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 2,210 investors, 125 fund managers, 140 direct investments, 480 private market funds and 17,300 portfolio companies. We have 24 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 June 30, 2026, VCS has raised over a total of $15 billion AUM, of which $8.2 billion are FPAUM.

Previous wording

Private Credit Solutions (PCS). Under PCS, we primarily make debt investments across North America, targeting lower middle market companies owned by leading financial sponsors and also offer certain private equity solutions. PCS also provides loans to mid-life, growth equity, venture and other funds backed by the unrealized investments at the fund level and provide financing for companies that would otherwise require equity. The PCS investment team, which is comprised of 52 investment professionals with an average of 26+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated since inception in 1980, including 540+ investors across 48 active investment vehicles and 1,800+ portfolio companies with $10.5+ billion capital deployed. Our PCS is differentiated by our relationship-driven sourcing approach providing capital solutions for growth-oriented companies. We are further synergistically strengthened by our PCS network of fund managers, characterized by more than 630 credit opportunities annually. We currently maintain 95+ active sponsor relationships and have 130+ platform investments. Within PCS, the Company makes investments that support historic building preservation, brownfield site remediation, and renewable energy projects, as well as provide capital to small businesses in underserved communities. These investments are differentiated in both the breadth of impact areas served, the type of capital deployed and the duration of the impact investing track record. As of March 31, 2026, PCS has raised a total of $7+ billion AUM, of which $5.0 billion are FPAUM. Of the total AUM, impact assets represent $4.9 billion invested in over 1,000 projects and businesses across 40 states, Washington, D.C., and Puerto Rico, not including investments made by non-impact affiliates. Investments in clean energy have generated an estimated 4,000 GWh of renewable energy from inception to December 31, 2025.

Current wording

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 provides financing for companies that would otherwise require equity. The PCS investment team, which is comprised of 70 investment professionals with an average of 26+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated since inception in 1980, including over 540 investors across 57 active investment vehicles and over 1,800 portfolio companies with over $10.7 billion of capital deployed. Our PCS is differentiated by our relationship-driven sourcing approach providing capital solutions for growth-oriented companies. We are further synergistically strengthened by our PCS network of fund managers, characterized by more than 630 credit opportunities annually. We currently maintain over 170 active sponsor relationships and have over 250 platform investments. Within PCS, the Company makes investments that support historic building preservation, brownfield site remediation, and renewable energy projects, as well as provide capital to small businesses in underserved communities. These investments are differentiated in both the breadth of impact areas served, the type of capital deployed and the duration of the impact investing track record. As of June 30, 2026, PCS has raised over a total of $11 billion AUM, of which $7.8 billion are FPAUM. Of the total AUM, impact assets represent $5.0 billion invested in over 1,000 projects and businesses across 40 states, Washington DC, and Puerto Rico, not including investments made by non-impact affiliates. Investments in clean energy have generated an estimated 4,000 GWh of renewable energy from inception to December 31, 2025.

Previous wording

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’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 $16.5 billion of our FPAUM as of March 31, 2026.

Current wording

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 investors' committed, locked-in capital, with capital commitments that typically average ten to fifteen years, though they may vary by fund and strategy. We offer primary investment funds across private equity and venture capital solutions. Often, the fees are structured such that they step down, or decrease, over the life of the fund. Our primary funds comprise approximately $16.9 billion of our FPAUM as of June 30, 2026.

Previous wording

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 billion of our FPAUM as of March 31, 2026.

Current wording

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 $14.0 billion of our FPAUM as of June 30, 2026.

Previous wording

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 billion of our FPAUM as of March 31, 2026.

Current wording

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 $3.4 billion of our FPAUM as of June 30, 2026.

Previous wording

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 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, 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.

Current wording

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 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.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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. 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.

Current wording

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. 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.

Previous wording

We earn management and advisory fees based on a percentage of investors’ capital commitments, in or, in select cases, capital deployed to our investment funds. Management and advisory fees during the commitment period are charged on capital commitments and after the commitment period (or a defined anniversary of the fund’s initial closing) is reduced by a percentage of the management and advisory fees for the preceding years or charged on net invested capital or NAV, in select cases. Fee schedules are generally fixed and set for the expected life of the funds, which typically are between ten to 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. We also earn revenues through catch-up fees on the funds we manage. Catch-up 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, and 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-up fees are not a significant component of our overall revenue stream, they may result in a temporary increase in our revenues in the period in which they are recognized.

Current wording

We earn management and advisory fees based on a percentage of gross assets, investors’ capital commitments or, in select cases, capital deployed to our investment funds. Management and advisory fees during the commitment period are charged on capital commitments and, after the commitment period (or a defined anniversary of the fund’s initial closing), are reduced by a percentage of the management and advisory fees for the preceding years or charged on net invested capital or NAV, in select cases. Fee schedules are generally fixed and set for the expected life of the funds, which typically are between ten and fifteen years. These fees are typically staged to decrease over the life of the contract due to built-in declines in contractual rates and/or as a result of lower net invested capital balances as capital is returned to investors. Management fees also include incentive fees based on net investment income, which are subject to performance hurdles. Such incentive fees are classified as management fees in the Consolidated Statements of Operations as they reflect the management and advisory services provided for the respective quarter, not subject to repayment, and cash-settled each quarter.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

Compensation and benefits are our largest expense and consist of salaries, bonuses, severance, stock-based compensation, earnout and bonus payments related to the acquisition of WTI, employee benefits and employer-related payroll taxes. Despite our general operating leverage that exists, we expect to continue to experience an incremental rise in compensation and benefits expense commensurate with expected growth in headcount and with the need to maintain competitive compensation levels as we expand into new markets to create new products and services. 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.

Previous wording

Interest expense, 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

Current wording

Interest expense, 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.

Previous wording

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 payer in 2026

Current wording

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 taxpayer in 2026.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Management and advisory fees increased by $6.9 million, or 10%, to $73.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 due to continued fundraising and deployed capital and 18% growth in average FPAUM across the Company as well as the acquisition of Qualitas in the second quarter of 2025. Catch up fees for the three months ended March 31, 2026 were $0.8 million. Catch up fees are associated with the fund closings at RCP, TrueBridge, and Qualitas.

Current wording

Management and advisory fees increased by $8.0 million, or 11%, to $79.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to continued fundraising and deployed capital and 19% growth in average FPAUM across the Company. The acquisition of Stellus is included in the second quarter of 2026 but is nominal in impact as Stellus was only included for eight days of the quarter. Catch-up fees for the three months ended June 30, 2026 were $2.2 million. Catch-up fees are associated with the fund closings at Bonaccord, Qualitas, RCP, and TrueBridge.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Amortization of intangibles increased by $0.1 million, or 2%, to $5.4 million, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This is due to the inclusion of amortizing intangibles related to the Qualitas acquisition in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 and offset by decreases at ECG, Five Points, RCP, TrueBridge, and WTI. The decrease at ECG is driven by unique syndicate contracts and advisory contracts' amortization schedule, which is based on projected revenues at the time of acquisition. The decreases at Five Points, RCP, TrueBridge, and WTI are driven by asset management fee contracts' amortization schedule, which is based on projected revenues at the time of acquisition.

Current wording

Amortization of intangibles decreased by $0.3 million, or 5%, to $5.8 million, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This was due to decreases at ECG, Five Points, RCP, TrueBridge, and WTI. The decrease at ECG is driven by unique syndication contracts and advisory contracts' amortization schedule, which is based on projected revenues at the time of acquisition. The decreases at Five Points, RCP, TrueBridge, and WTI are driven by asset management fee contracts' amortization schedule, which is based on projected revenues at the time of acquisition. These decreases were offset by the additional intangible asset amortization associated with the Qualitas acquisition in April 2025.

Previous wording

Compensation and benefits expense was $38.5 million, for the three months ended March 31, 2026, a $1.4 million increase compared to the three months ended March 31, 2025. This included a $1.4 million increase in compensation and benefits related to the Qualitas acquisition paired with a $3.3 million increase related to increases in headcount and associated benefits across the Company, as well as merit-based compensation to retain and motivate talent across the Company. These increases were offset by the $3.5 million decrease associated with the WTI EBITDA bonus and the second hurdle of the WTI earn-out no longer being probable of achievement prior to the three months ended March 31, 2025.

Current wording

Compensation and benefits expense increased by $8.0 million, or 12%, to $77.2 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This was driven by a $2.5 million increase in compensation expense due to the second tranche of the WTI earn-out no longer being probable of achievement in the six months ended June 30, 2025 paired with a $0.4 million increase in stock compensation, primarily driven by an increase in average outstanding unvested management stock awards. Additionally, this increase was paired with a $5.1 million increase in general compensation expense in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 related to an increase in headcount and associated benefits across the Company, as well as merit-based compensation to retain and motivate talent across the Company.

Previous wording

Strategic alliance expense decreased by $0.7 million to $0 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This decrease was due to the conversion of the Strategic Alliance Agreement to an equity interest in Bonaccord, which was effective on April 1, 2025.

Current wording

Strategic alliance expense decreased by $0.7 million, or 100%, to $0.0 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This decrease was due to the conversion of the SAA to an equity interest in Bonaccord, which was effective on April 1, 2025.

Previous wording

Other expense decreased by $0.3 million, or 5%, to $5.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was driven by a gain of $0.2 million for the remeasurement of contra-revenue put option related to incremental fees for the Clifford Guarantee in the three months ended March 31, 2026 compared to an expense of $0.2 million for the remeasurement of contra-revenue put option related to incremental fees for the Clifford Guarantee in the three months ended March 31, 2025. This gain was offset slightly by a $0.2 million decrease in income related to interest earned for the management company's cash in money market accounts for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Other expense decreased by $5.7 million, or 31%, to $12.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was driven by a $6.5 million increase in expenses included in other gains (losses) related to a loss recognized for the conversion of the Strategic Alliance Agreement to an equity interest in Bonaccord in the three months ended June 30, 2025 offset by a $0.8 million decrease in income from unconsolidated subsidiaries, a $0.4 million decrease related to the remeasurement of the contra-revenue put option related to incremental fees for the Clifford Guarantee, and a $0.2 million increase in interest expense for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Previous wording

Income tax expense was $4.0 million for the three months ended March 31, 2026, an increase of $3.7 million from $0.3 million for the three months ended March 31, 2025. This increase was mainly due to higher income and a discrete tax shortfall in the stock-based compensation-related tax costs in the three months ended March 31, 2026.

Current wording

Income tax expense was $2.4 million for the three months ended June 30, 2026, an increase of $1.1 million from $1.3 million for the three months ended June 30, 2025. This increase was primarily due to increased income and a decrease in windfall deduction related to the stock-based compensation in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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 federal and state income taxes.

Current wording

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 noncontrolling interests expense, less actual cash paid for interest and federal, state, and foreign income taxes.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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 Amended and Restated Credit Facilities are to be used to refinance and replace the credit facilities under the then existing credit agreement and for general corporate purposes, including acquisitions. On June 11, 2026, the Company, the Agent, and JPMorgan Chase Bank, N.A., as additional lender (the “Additional Lender”), entered into an Increase Agreement, pursuant to which the Additional Lender increased the aggregate revolving commitments by $20 million from $175 million to $195 million under the Amended and Restated Credit Agreement.

Previous wording

As of March 31, 2026, the Term Loan with a balance of $316.9 million is incurring interest at a weighted average Adjusted Term SOFR Rate of 6.40%. As of March 31, 2026, the New Revolving Facility is split into five tranches. The total principal outstanding is $61.5 million and the weighted average SOFR rate amongst the tranches is 6.27%. The tranches are all incurring interest at a set rate for one or three month periods and are subsequently reset at the current SOFR rate. Refer to Note 11 of our consolidated financial statements for further details provided on the debt and associated interest periods.

Current wording

As of June 30, 2026, the Term Loan with a balance of $312.8 million is incurring interest at a weighted average Adjusted Term SOFR Rate of 6.27%. As of June 30, 2026, the New Revolving Facility is split into five tranches. The total principal outstanding is $181.0 million and the weighted average SOFR rate amongst the tranches is 6.26%. The tranches are all incurring interest at a set rate for one or three month periods and are subsequently reset at the current SOFR rate. Refer to Note 12 of our consolidated financial statements for further details provided on the debt and associated interest periods.

Previous wording

The Amended and Restated Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require Ridgepost to maintain a minimum FPAUM of the sum of $16.7 million plus 70% of the aggregate amount of FPAUM acquired or not constituted as organic growth as well as a minimum leverage ratio of less than or equal to 3.50. As of March 31, 2026, Ridgepost was in compliance with its financial and other covenants required under the facility. The Company has incurred $6.0 million in interest expense for the three months ended March 31, 2026.

Current wording

The Amended and Restated Credit Agreement contains affirmative and negative covenants typical of such financing transactions, and specific financial covenants which require Ridgepost to maintain a minimum FPAUM of the sum of $16.7 million plus 70% of the aggregate amount of FPAUM acquired or not constituted as organic growth as well as a maximum leverage ratio of less than or equal to 3.50. As of June 30, 2026, Ridgepost was in compliance with its financial and other covenants required under the facility. The Company has incurred $12.2 million in interest expense for the six months ended June 30, 2026.

Previous wording

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

Current wording

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

Previous wording

The Company's operating activities generally reflect the Company's earnings in the respective periods after adjusting for significant non-cash activity, including income of unconsolidated subsidiaries, stock-based compensation, depreciation, amortization, and deferred tax expense, all of which are included in net income. Cash from operating activities increased by $21.8 million to $17.1 million provided by operating activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. For the three months ended March 31, 2026, our net cash provided by (used in) operating activities was driven primarily by receipts of management fees and advisory fees, the sale of allocable state tax credits and offset by payment of operating expenses, which includes professional fees, compensation and benefits, as well as general, administrative and other expenses.

Current wording

The Company's operating activities generally reflect the Company's earnings in the respective periods after adjusting for significant non-cash activity, including income from unconsolidated subsidiaries, stock-based compensation, depreciation, amortization, and deferred tax expense, all of which are included in net income. Cash from operating activities increased by $32.8 million to $41.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The change in our cash provided by operating activities was driven primarily by receipts of management fees and advisory fees as well as sales of allocable state tax credits, offset by purchases of allocable state tax credits and payment of operating expenses, which includes professional fees, compensation and benefits, as well as general, administrative and other expenses.

Previous wording

The cash used in investing activities decreased by $0.8 million, or 64%, to ($0.5) million, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This decrease in cash used in investing activities was due to purchases of additional property and equipment in the first quarter of 2025 as compared to the first quarter of 2026.

Current wording

The cash used in investing activities increased by $84.7 million to $127.7 million, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase in cash used in investing activities was due to the Stellus acquisition in 2026 compared to the Qualitas acquisition in 2025.

Previous wording

The Company evaluates accounts receivable, due from related parties, and notes receivable using the current expected credit loss model. The Company determines a current estimate of all expected credit losses over the life of each financial instrument, which may result in recognition of credit losses on loans and receivables before an actual event of default. The Company establishes reserves for any estimated credit losses with a corresponding charge in the Consolidated Statements of Operations. If accounts are subsequently determined to be uncollectible, they will be expensed in the period that determination is made. Due from related parties represents receivables from the Funds for reimbursable expenses, and management fees collected by a related party of RCP 2 that are owed to RCP 2. Additionally, fees owed to the Company for the advisory agreement entered into upon the closing of the acquisition of ECG and any supplemental agreements entered into after acquisition ("Advisory Agreements"), where ECG provides advisory services to Enhanced Permanent Capital, LLC ("Enhanced PC") are reflected in due from related parties on the Consolidated Balance Sheets.

Current wording

The Company evaluates accounts receivable, due from related parties, and notes receivable using the current expected credit loss model. The Company determines a current estimate of all expected credit losses over the life of each financial instrument, which may result in recognition of credit losses on loans and receivables before an actual event of default. The Company establishes reserves for any estimated credit losses with a corresponding charge in the Consolidated Statements of Operations. If accounts are subsequently determined to be uncollectible, they will be expensed in the period in which that determination is made. Due from related parties represents receivables from the Funds for reimbursable expenses, and management fees collected by a related party of RCP 2 that are owed to RCP 2. Additionally, fees owed to the Company for the advisory agreement entered into upon the closing of the acquisition of ECG and any supplemental agreements entered into after the acquisition, ("Advisory Agreements") where ECG provides advisory services to Enhanced Permanent Capital, LLC ("Enhanced PC") are reflected in due from related parties on the Consolidated Balance Sheets.

Previous wording

The Company earns management fees for asset management services provided to the Funds where the Company has discretion over investment decisions. The Company primarily earns fees for advisory services provided to clients where the Company does not have discretion over investment decisions. Management and advisory fees received in advance reflects the amount of fees that have been received prior to the period the fees are earned. These fees are recorded as deferred revenues on the Consolidated Balance Sheets due to the performance obligations not being satisfied at the time of collection.

Current wording

The Company earns management fees for asset management services provided to the Funds where the Company has discretion over investment decisions. The Company primarily earns fees for advisory services provided to clients where the Company does not have discretion over investment decisions. Management and advisory fees received in advance reflect the amount of fees that have been received prior to the period the fees are earned. These fees are recorded as deferred revenues on the Consolidated Balance Sheets due to the performance obligations not being satisfied at the time of collection.

Previous wording

For asset management and advisory services, the Company typically satisfies its performance obligations over time as the services are provided as a distinct series of daily performance obligations that the customer simultaneously benefits from as they are performed. Asset management fees are based on the contractual terms of each contract which differ, such as fees calculated based on committed capital or deployed capital, fees initially calculated based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term, fees that step down during specified periods of the fund's term, or in limited instances, fees based on assets under management. At contract inception, no revenue is estimated as the fees are dependent variable amounts which are susceptible to factors outside of our control. Fees are recognized for services provided during the period, which are distinct from services provided in other periods. In certain asset management and advisory agreements progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has the right to invoice.

Current wording

For asset management and advisory services, the Company typically satisfies its performance obligations over time as the services are provided as a distinct series of daily performance obligations that the customer simultaneously benefits from as they are performed. Asset management fees are based on the contractual terms of each contract, which differ, such as fees calculated based on committed capital or deployed capital, fees initially calculated based on committed capital during the investment period and on net invested capital through the remainder of the fund’s term, fees that step down during specified periods of the fund's term, or in limited instances, fees based on a percentage of gross assets, fees based on assets under management. At contract inception, no revenue is estimated as the fees are dependent variable amounts which are susceptible to factors outside of our control. Fees are recognized for services provided during the period, which are distinct from services provided in other periods. In certain asset management and advisory agreements progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has the right to invoice.