AlTi Global, Inc.

Previous wording

AlTi is an independent global wealth manager providing entrepreneurs, multi-generational families, institutions, and emerging next-generation leaders with fiduciary capabilities as well as alternative investment strategies, underscored by a commitment to impact or values-aligned investing. We manage or advise approximately $75.9 billion in combined assets as of March 31, 2025. We have approximately 430 professionals operating in 19 cities in 8 countries across three continents as of March 31, 2025. We provide holistic solutions for our wealth management and Outsourced Chief Investment Officer (“OCIO”) clients through an array of services, including discretionary investment management services, non-discretionary investment advisory services, estate and wealth planning, trust and fiduciary, governance and education, philanthropy and purposeful giving, and family office services. We also provide our wealth management clients with access to alternative investment opportunities, including investments in strategies and asset classes to which they would otherwise likely not be able to gain exposure.

Current wording

AlTi is an independent global wealth manager providing entrepreneurs, multi-generational families, institutions, and emerging next-generation leaders with fiduciary advisory services, underscored by a commitment to impact or values-aligned investing. We manage or advise approximately $97.2 billion in combined assets as of June 30, 2025. We have approximately 520 professionals operating in 19 cities in 9 countries across three continents as of June 30, 2025. We provide holistic solutions for our wealth management and Outsourced Chief Investment Officer (“OCIO”) clients through an array of services, including discretionary investment management services, non-discretionary investment advisory services, estate and wealth planning, trust and fiduciary, governance and education, philanthropy and purposeful giving, and family office services. We also provide our wealth management clients with access to alternative investment opportunities, including investments in strategies and asset classes to which they would otherwise likely not be able to gain exposure.

Previous wording

According to the U.S. Bureau of Economic Analysis, real GDP decreased at an annual rate of 0.3% in the first quarter of 2025, reflecting a pullback in consumer spending and private inventory investment. This marks the first quarterly economic contraction since early 2022.

Current wording

According to the U.S. Bureau of Economic Analysis, real GDP advanced at an annual rate of 3% in the second quarter of 2025 and marked a significant turnaround from the first quarter final estimate of (0.5)%.

Previous wording

Inflation also remained elevated. According to the U.S. Bureau of Economic Analysis, core Personal Consumption Expenditures (PCE) price index—a key inflation gauge—rose at an annualized rate of 3.6% in Q1 2025. Persistently high inflation continues to erode purchasing power and drive increased interest in real assets, private credit, and other inflation-hedging strategies.

Current wording

Inflation also remained elevated in the quarter as tariffs boosted prices for imported goods. According to the U.S. Bureau of Economic Analysis, core Personal Consumption Expenditures (PCE) price index—a key inflation gauge—rose at an annualized rate of 2.6% in the twelve months through June, after increasing 2.4% in May.

Previous wording

In the first quarter of the year, the unemployment rate has remained relatively stable, ranging from 4.0% in January to 4.2% in March, according to the U.S. Bureau of Labor Statistics.

Current wording

In the second quarter of the year, the unemployment rate remained relatively stable. At June, the rate was 4.1% according to the U.S. Bureau of Labor Statistics.

Previous wording

(c)Add-back of transaction expenses related to the Business Combination, subsequent acquisitions or divestitures, and issuance of preferred and common stock, including compensation arrangements, legal fees, accounting advisory fees, litigation settlements, and M&A-related audit fees among others.

Current wording

(c)Add-back of transaction expenses related to the Business Combination, subsequent acquisitions or divestitures, and issuance of preferred and common stock, including compensation arrangements, legal fees, accounting advisory fees, litigation settlements, technology implementations, consultancy fees, and M&A-related audit fees among others.

Previous wording

(c)Add-back of transaction expenses related to the Business Combination, subsequent acquisitions or divestitures, and issuance of preferred and common stock, including compensation arrangements, legal fees, accounting advisory fees, litigation settlements, and M&A-related audit fees among others.

Current wording

(c)Add-back of transaction expenses related to the Business Combination, subsequent acquisitions or divestitures, and issuance of preferred and common stock, including compensation arrangements, legal fees, accounting advisory fees, technology implementation costs, litigation settlements, and M&A-related audit fees among others.

Previous wording

Within the Alternatives platform, assets consist of assets managed by TIG Arbitrage (AUM $1.6 billion and $1.7 billion as of March 31, 2025 and December 31, 2024, respectively), and the External Strategic Managers (AUA $5.0 billion and $5.1 billion as of March 31, 2025 and December 31, 2024, respectively).

Current wording

Within the Alternatives platform, assets consist of assets managed by TIG Arbitrage (AUM $1.8 billion and $1.7 billion as of June 30, 2025 and December 31, 2024, respectively), and the External Strategic Managers (AUA $5.2 billion and $5.1 billion as of June 30, 2025 and December 31, 2024, respectively).

Previous wording

The tables below present the change in our total AUM/AUA by strategy and product for our alternatives platform for the three months ended March 31, 2025 and March 31, 2024:

Current wording

The tables below present the change in our total AUM/AUA by strategy and product for our alternatives platform for the three and six months ended June 30, 2025 and June 30, 2024:

Previous wording

•Co-investment real estate advisory services, where we include the value of our private market direct and co-investment real estate investments (AUA $8.4 billion and $8.1 billion as of March 31, 2025 and December 31, 2024, respectively); and

Current wording

•Co-investment real estate advisory services, where we include the value of our private market direct and co-investment real estate investments (AUA $9.1 billion and $8.1 billion as of June 30, 2025 and December 31, 2024, respectively); and

Previous wording

•Assets managed in a private real estate investment fund (AUM $0.3 billion and $0.3 billion as of March 31, 2025 and December 31, 2024, respectively) from which we generate fee revenue. The Company’s reported value of these assets is either the net asset value or the market capitalization of the fund.

Current wording

•Assets managed in a private real estate investment fund (AUM $0.3 billion as of both June 30, 2025 and December 31, 2024) from which we generate fee revenue. The Company’s reported value of these assets is either the net asset value or the market capitalization of the fund.

Previous wording

Incentive fees. For the three months ended March 31, 2025, incentive fees decreased by $0.1 million compared to the three months ended March 31, 2024. This decline is primarily attributable to lower performance in the TIG Arbitrage strategy within Wealth & Capital Solutions for the current year, which led to higher crystallized incentive fees in the prior period.

Current wording

Incentive fees. For the three months ended June 30, 2025, incentive fees increased by $0.4 million compared to the three months ended June 30, 2024. This increase is attributable to fund redemptions resulting in crystallized incentive fees in the TIG Arbitrage strategy within Wealth & Capital Solutions for the current year, which led to higher crystallized incentive fees in the current period.

Previous wording

Compensation expense. Compensation expense for the three months ended March 31, 2025 increased by $2.7 million compared to the three months ended March 31, 2024. This increase was primarily due to higher compensation costs tied to acquisition-related earn-outs and to organizational streamlining initiatives that continue to be undertaken in 2025.

Current wording

Compensation expense. Compensation expense for the three months ended June 30, 2025 increased by $5.7 million compared to the three months ended June 30, 2024. This increase was primarily due to higher compensation costs tied to acquisition-related earn-outs and new equity grants and to organizational streamlining initiatives that continue to be undertaken in 2025.

Previous wording

Non-compensation expense. Non-compensation expenses for the three months ended March 31, 2025 increased by $3.3 million as compared to the three months ended March 31, 2024, primarily driven by a $1.2 million increase in systems, technology and telephone costs, and a $1.8 million increase in depreciation costs due to the increase in leasehold improvements at the Company’s corporate headquarter.

Current wording

Non-compensation expense. Non-compensation expenses for the three months ended June 30, 2025 increased by $13.2 million as compared to the three months ended June 30, 2024, primarily driven by a $10.8 million increase in one-time professional fees and a $2.1 million increase in general, administrative and other costs due to foreign exchange movement, irrecoverable VAT, and non-recurring bad debt provisions.

Previous wording

Other income (expenses) for the three months ended March 31, 2025 decreased by $(28.1) million compared to the three months ended March 31, 2024, primarily driven by the change in fair value of earn-out liabilities as a result of share price changes and forecasted performance. During the three months ended March 31, 2025, Gain (loss) on earn-out liabilities of $12.6 million was recognized as compared to a Gain (loss) on earn-out liabilities of $39.5 million for the three months ended March 31, 2024.

Current wording

Other income (expenses) for the three months ended June 30, 2025 decreased by $9.4 million compared to the three months ended June 30, 2024, primarily driven by the change in fair value of earn-out liabilities as a result of share price changes and forecasted performance. During the three months ended June 30, 2025, a loss on earn-out liabilities of $(7.4) million was recognized as compared to a loss on earn-out liabilities of $(1.9) million for the three months ended June 30, 2024.

Previous wording

The Company’s effective tax rate was 35.9% for the three months ended March 31, 2025 compared to 1.6% for three months ended March 31, 2024. The difference in effective tax rate for the year ended March 31, 2024 was primarily driven by the tax impact of mark-to-market losses associated with contingent liabilities, equity consideration in the Business Combination, and nondeductible professional fees incurred in connection with the Business Combination. The effective tax rate for the three months ended March 31, 2025 differed from the statutory U.S. corporate tax rate primarily due to the impact of valuation allowance with respect to deferred tax assets generated in the Company’s subsidiaries in the U.K. and in the Company’s investment in subsidiary, certain gains recognized on contingent liabilities for which no tax liability is recognized, and state and local taxes.

Current wording

The Company’s effective tax rate was 13.6% for the three months ended June 30, 2025 compared to 7.8% for three months ended June 30, 2024. The effective tax rate for the three months ended June 30, 2024 differed from the statutory U.S. corporate tax rate primarily due to the tax impact of mark-to-market losses associated with contingent liabilities, equity consideration in the Business Combination, and nondeductible professional fees incurred in connection with the Business Combination. The effective tax rate for the three months ended June 30, 2025 differed from the statutory U.S. corporate tax rate primarily due to the impact of valuation allowance with respect to deferred tax assets generated in the Company’s subsidiaries in the U.K. and in the Company’s investment in subsidiary, certain gains recognized on contingent liabilities for which no tax liability is recognized, and state and local taxes.

Previous wording

Management / advisory fees. Management and advisory fees for the three months ended March 31, 2025, decreased by $0.6 million compared to the three months ended March 31, 2024. Fees were relatively flat driven by higher fees in in our US Wealth Management sector, primarily due to the inclusion of EEA and Envoi in our results. These gains were partially offset by lower management fees in the TIG Arbitrage strategy due to fund outflows, in the international wealth management sector due to the disposition of its FOS strategy, and in International Real Estate, due to the disposition of LRA.

Current wording

Management / advisory fees. Management and advisory fees for the six months ended June 30, 2025, increased by $2.4 million compared to the six months ended June 30, 2024. This increase was driven by higher fees in our Wealth Management sector, primarily due to higher AUM amounts year over year. These gains were partially offset by lower management fees in the TIG Arbitrage strategy due to fund outflows, and in International Real Estate, due to the disposition of LRA.

Previous wording

Distributions from investments. Distributions from investments for the three months ended March 31, 2025 increased by $8.0 million compared to the three months ended March 31, 2024. This increase was primarily due to higher distributions related to incentive fees in the European Equities and Asian Credit and Special Situation strategies within Wealth & Capital Solutions in the current period resulting from stronger performance in both of these strategies compared to the prior year.

Current wording

Distributions from investments. Distributions from investments for the six months ended June 30, 2025 increased by $8.5 million compared to the six months ended June 30, 2024. This increase was primarily due to higher distributions related to incentive fees in the European Equities and Asian Credit and Special Situation strategies within Wealth & Capital Solutions in the current period resulting from stronger performance in both of these strategies compared to the prior year.

Previous wording

Other fees / income. Other fees and income for the three months ended March 31, 2025 decreased by $0.2 million compared to the three months ended March 31, 2024. This decrease was primarily driven by lower transactional income in Wealth and Capital Solutions, as we are in the process of exiting businesses that generate such fees, which generated $6.0 thousand in fees for the three months ended March 31, 2025, compared to $0.2 million for the three months ended March 31, 2024.

Current wording

Other fees / income. Other fees and income for the six months ended June 30, 2025 decreased by $0.4 million compared to the six months ended June 30, 2024. This decrease was primarily driven by lower transactional income in International Real Estate, as we are in the process of exiting businesses that generate such fees, which generated $26.0 thousand in fees for the six months ended June 30, 2025, compared to $386.0 thousand for the six months ended June 30, 2024.

Previous wording

Preferred Stock, with a liquidation preference of $1,000 per share and (b) 19,318,580.96 shares of the Company’s Class A Common Stock, and (ii) the Company issued to Allianz warrants to purchase 5,000,000 shares of Class A Common Stock at an exercise price of $7.40 per share of Class A Common Stock, subject to customary adjustments (the “Allianz Warrants”). As of March 31, 2025, none of the Allianz Warrants have been exercised.

Current wording

On February 22, 2024, the Company entered into an Investment Agreement (the “Allianz Investment Agreement”) with Allianz, pursuant to which, among other things, at the closing of the transaction, and based on the terms and subject to the conditions set forth therein: (i) Allianz purchased in the aggregate $250 million of the Company’s capital securities, consisting of (a) 140,000 shares of a newly created class of Series A Preferred Stock, with a liquidation preference of $1,000 per share and (b) 19,318,580.96 shares of the Company’s Class A Common Stock, and (ii) the Company issued to Allianz warrants to purchase 5,000,000 shares of Class A Common Stock at an exercise price of $7.40 per share of Class A Common Stock, subject to customary adjustments (the “Allianz Warrants”). As of June 30, 2025, none of the Allianz Warrants have been exercised.

Previous wording

Cash and cash equivalents decreased by $12.7 million during the three months ended March 31, 2025 primarily due to the Company’s net operating activities during the period, partially offset by the Company’s net investing activities during the period.

Current wording

Cash and cash equivalents decreased by $23.1 million during the six months ended June 30, 2025 primarily due to the Company’s net operating and activities during the period, partially offset by the Company’s net investing and financing activities during the period.

Previous wording

March 31, 2025, was primarily driven by decreases in Accrued compensation and profit sharing in addition to Accounts payable and accrued expenses of $23.4 million and $8.3 million, respectively. Management believes that continued efforts to implement cost rationalization initiatives and to deploy recently raised capital in accretive businesses will further reduce operating cash outflows as the Company scales and matures.

Current wording

Our cash inflows from operating activities are comprised of cash collected through management and advisory fees, incentive fees, distributions from investments, and other income/fees. Cash outflows primarily include operating expenses, with the most significant components being compensation and benefits and professional fees. Our net operating cash outflow of $50.1 million for the six months ended June 30, 2025, was primarily driven by decreases in Accrued compensation and profit sharing in addition to Accounts payable and accrued expenses of $20.8 million and $14.6 million, respectively. Management believes that continued efforts to implement cost rationalization initiatives and to deploy recently raised capital in accretive businesses will further reduce operating cash outflows as the Company scales and matures.

Previous wording

Our net operating cash outflow of $15.5 million for the three months ended March 31, 2024, was primarily driven by the decrease in Accrued compensation and profit sharing of $27.4 million and the level of professional fees and resulting decrease in Accounts payable and accrued expenses of $5.2 million, which were elevated during that period due to the high usage of professional services firms in connection with capital raising and other financing activities and related to supporting the Company’s evolving financial reporting infrastructure.

Current wording

Our net operating cash outflow of $45.7 million for the six months ended June 30, 2024, was primarily driven by the decrease in Accrued compensation and profit sharing of $31.6 million and the level of professional fees and resulting decrease in Accounts payable and accrued expenses of $16.0 million, which were elevated during that period due to the high usage of professional services firms in connection with capital raising and other financing activities and related to supporting the Company’s evolving financial reporting infrastructure.

Previous wording

Net cash provided by investing activities of $19.9 million during the three months ended March 31, 2025, was driven primarily by the proceeds received of $20.4 million from the sale of an equity method investment.

Current wording

Net cash provided by investing activities of $13.3 million during the six months ended June 30, 2025, was driven primarily by the proceeds received of $20.4 million from the sale of an equity method investment, partially offset by the acquisition of Kontora, net of cash acquired of $6.6 million.

Previous wording

Net cash provided by investing activities of $31.0 million during the three months ended March 31, 2024, primarily related to proceeds received of $32.2 million from the sale of LXi.

Current wording

Net cash provided by investing activities of $23.7 million during the six months ended June 30, 2024, primarily related to proceeds received of $32.2 million from the sale of LXi.

Previous wording

Net cash used in financing activities of $2.8 million during the three months ended March 31, 2025, primarily resulted from the repurchase of Class A Common Stock.

Current wording

Net cash used in financing activities of $12.0 million during the six months ended June 30, 2025, primarily resulted from the issuance of additional preferred stock.

Previous wording

Net cash provided by financing activities of $104.1 million for the three months ended March 31, 2024, primarily were driven by the issuance of preferred equity and warrants to Constellation Wealth Capital of $113.6 million, net of transaction costs paid.

Current wording

Net cash provided by financing activities of $112.2 million for the six months ended June 30, 2024, primarily were driven by the issuance of preferred equity and warrants to Constellation Wealth Capital of $145.7 million, net of transaction costs paid.

Previous wording

As of March 31, 2025 and December 31, 2024, the liability associated with the TRA was approximately $29.6 million and $28.8 million, respectively. Payments under the TRA that are on account of liabilities arising in connection with the Business Combination will be revalued at the end of each reporting period with the gain or loss recognized in earnings. As of March 31, 2025 and December 31, 2024, the Company carried $9.1 million and $9.4 million, respectively, of its TRA liability at fair value, as it is contingent consideration from the Business Combination. The remaining portion of the TRA liability is carried at a value equal to the expected future payments under the TRA.

Current wording

As of June 30, 2025 and December 31, 2024, the liability associated with the TRA was approximately $30.4 million and $28.8 million, respectively. Payments under the TRA that are on account of liabilities arising in connection with the Business Combination will be revalued at the end of each reporting period with the gain or loss recognized in earnings. As of June 30, 2025 and December 31, 2024, the Company carried $9.8 million and $9.4 million, respectively, of its TRA liability at fair value, as it is contingent consideration from the Business Combination. The remaining portion of the TRA liability is carried at a value equal to the expected future payments under the TRA.

Previous wording

As of March 31, 2025, holders of Class B Units have exchanged a total of 9,922,737 Class BPaired Interests with the Company, for shares of Class A Common Stock on a 1:1 basis totaling an amount equal to the weighted average price of$5.79 multiplied by the total number of shares of Class A Common Stock received at the time of the transactions.

Current wording

As of June 30, 2025, holders of Class B Units have exchanged a total of 9,922,737 Class B Paired Interests with the Company, for shares of Class A Common Stock on a 1:1 basis totaling an amount equal to the weighted average price of $5.79 multiplied by the total number of shares of Class A Common Stock received at the time of the transactions.

Previous wording

As of March 31, 2025, assuming no material changes in the relevant tax laws and that the Company generates sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain of AlTi’s assets, we expect to pay approximately $29.6 million under the TRA. Future changes in the fair value of the TRA liability will be recognized in earnings. Any future cash savings and related payments under the TRA due to subsequent exchanges of Class B Paired Interests for shares of Class A Common Stock would be accounted for separately from the amount related to the Business Combination.

Current wording

As of June 30, 2025, assuming no material changes in the relevant tax laws and that the Company generates sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain of AlTi’s assets, we expect to pay approximately $30.4 million under the TRA. Future changes in the fair value of the TRA liability will be recognized in earnings. Any future cash savings and related payments under the TRA due to subsequent exchanges of Class B Paired Interests for shares of Class A Common Stock would be accounted for separately from the amount related to the Business Combination.

Previous wording

Under the terms of the Business Combination, upon Closing, the Sponsor and the selling shareholders of TWMH, TIG, and Alvarium became entitled to receive earn-out shares contingent on various share price milestones. Additionally, upon a change of control of the Company, the share price milestones will be deemed to have been met and all the Business Combination Earn-out Securities will be payable to the earn-out holders. The earn-out shares are precluded from being considered indexed to the Company’s own stock and are recognized as a liability at fair value with changes in fair value recognized in earnings. As of March 31, 2025 and December 31, 2024, the fair value of the earn-out share liability was $12.3 million and $23.8 million, respectively, which is included in Earn-out liabilities, at fair value presented on the Condensed Consolidated Statement of Financial Position. See Note 2 (Summary of Significant Accounting Policies) to our condensed consolidated financial statements included in this Quarterly Report for additional detail.

Current wording

Under the terms of the Business Combination, upon Closing, the Sponsor and the selling shareholders of TWMH, TIG, and Alvarium became entitled to receive earn-out shares contingent on various share price milestones. Additionally, upon a change of control of the Company, the share price milestones will be deemed to have been met and all the Business Combination Earn-out Securities will be payable to the earn-out holders. The earn-out shares are precluded from being considered indexed to the Company’s own stock and are recognized as a liability at fair value with changes in fair value recognized in earnings. As of June 30, 2025 and December 31, 2024, the fair value of the earn-out share liability was $17.7 million and $23.8 million, respectively, which is included in Earn-out liabilities, at fair value presented on the Condensed Consolidated Statement of Financial Position. See Note 2 (Summary of Significant Accounting Policies) to our condensed consolidated financial statements included in this Quarterly Report for additional detail.

Previous wording

On April 1, 2024, the Company acquired all of the issued and outstanding ownership and membership interests of EEA. The EEA Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $93.1 million. Included in the total purchase consideration is estimated contingent consideration of $23.3 million, for which the Company may be required to make additional cash payments contingent on the future EBITDA performance targets between the closing date and the fifth anniversary of the closing date. As of March 31, 2025 and December 31, 2024, the fair value of the earn-out share liability was $29.5 million and $29.9 million, respectively, which is included in Earn-out liabilities, at fair value presented on the Condensed Consolidated Statement of Financial Position.

Current wording

On April 1, 2024, the Company acquired all of the issued and outstanding ownership and membership interests of EEA. The EEA Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $93.1 million. Included in the total purchase consideration is estimated contingent consideration of $23.3 million, for which the Company may be required to make additional cash payments contingent on the future EBITDA performance targets between the closing date and the fifth anniversary of the closing date. As of June 30, 2025 and December 31, 2024, the fair value of the earn-out share liability was $23.6 million and $29.9 million, respectively, which is included in Earn-out liabilities, at fair value presented on the Condensed Consolidated Statement of Financial Position.

Previous wording

On May 9, 2024, AlTi acquired the remaining 50% of the issued and outstanding ownership and membership interest of PW, increasing its interest from 50% to 100%. The PW Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration was $8.0 million. The total purchase consideration transferred includes cash consideration, equity consideration and estimated deferred consideration of $3.3 million. The deferred consideration was measured at fair value at the acquisition date, and as of December 31, 2024, amounted to $3.3 million, and was recorded within the Other liabilities line item in the Condensed Consolidated Statement of Financial Position. The deferred consideration was paid during the three months ended March 31, 2025, in cash and equity totaling $3.0 million.

Current wording

On May 9, 2024, AlTi acquired the remaining 50% of the issued and outstanding ownership and membership interest of PW, increasing its interest from 50% to 100%. The PW Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration was $8.0 million. The total purchase consideration transferred includes cash consideration, equity consideration and estimated deferred consideration of $3.3 million. The deferred consideration was measured at fair value at the acquisition date, and as of December 31, 2024, amounted to $3.3 million, and was recorded within the Other liabilities line item in the Condensed Consolidated Statement of Financial Position. The deferred consideration was paid during the quarter ended March 31, 2025, in cash and equity totaling $3.0 million.

Previous wording

On July 1, 2024, the Company purchased substantially all of the assets of Envoi pursuant to the terms of the Envoi Acquisition. The Envoi Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $34.3 million. The total purchase consideration transferred includes estimated contingent consideration totaling $9.0 million, comprised of the Envoi earn-out consideration liability and the Envoi earn-out growth consideration liability, for which the Company may be required to pay additional cash or equity consideration contingent on future revenue-based performance targets between the closing date and the fourth anniversary of the closing date. As of March 31, 2025 and December 31, 2024, the Envoi earn-out consideration liability of $9.3 million and $9.6 million, respectively, and the Envoi earn-out growth consideration liability of $1.3 million and $1.3 million, respectively, are included in Earn-out liabilities, at fair value presented on the Condensed Consolidated Statement of Financial Position.

Current wording

On July 1, 2024, the Company purchased substantially all of the assets of Envoi pursuant to the terms of the Envoi Acquisition. The Envoi Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $34.3 million. The total purchase consideration transferred includes estimated contingent consideration totaling $9.0 million, comprised of the Envoi earn-out consideration liability and the Envoi earn-out growth consideration liability, for which the Company may be required to pay additional cash or equity consideration contingent on future revenue-based performance targets between the closing date and the fourth anniversary of the closing date. As of June 30, 2025 and December 31, 2024, the Envoi earn-out consideration liability of $9.8 million and $9.6 million, respectively, and the Envoi earn-out growth consideration liability of $1.2 million and $1.3 million, respectively, are included in Earn-out liabilities, at fair value presented on the Condensed Consolidated Statement of Financial Position.

Previous wording

In the normal course of business, the Company enters into contracts that contain indemnities for related parties of the Company, persons acting on behalf of the Company or such related parties and third parties. The terms of the indemnities vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined and has not been recorded in the Condensed Consolidated Statement of Financial Position. As of March 31, 2025, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of material loss to be remote.

Current wording

In the normal course of business, the Company enters into contracts that contain indemnities for related parties of the Company, persons acting on behalf of the Company or such related parties and third parties. The terms of the indemnities vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined and has not been recorded in the Condensed Consolidated Statement of Financial

Previous wording

Earn-out Liabilities: The fair values of our Business Combination Earn-out Securities liability, our EEA earn-out liability, our Envoi earn-out consideration liability, and our Envoi earn-out growth consideration liability were determined using various significant unobservable inputs. The assumptions used could have a material impact on the valuation of these liabilities, and include our best estimate of expected volatility, expected holding periods and appropriate discounts for lack of marketability. Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our US GAAP results of operations in the period in which the changes occur. See Note 2 (Summary of Significant Accounting Policies) for additional details.

Current wording

Earn-out Liabilities: The fair values of our Business Combination Earn-out Securities liability, our EEA earn-out liability, our Envoi earn-out consideration liability, our Envoi earn-out growth consideration liability, and our Kontora earn-out liability were determined using various significant unobservable inputs. The assumptions used could have a material impact on the valuation of these liabilities, and include our best estimate of expected volatility, expected holding periods and appropriate discounts for lack of marketability. Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our US GAAP results of operations in the period in which the changes occur. See Note 2 (Summary of Significant Accounting Policies) for additional details.

Previous wording

The Company has considered all newly issued accounting guidance that is applicable to its operations and the preparation of its unaudited condensed consolidated statements, including those it has not yet adopted. We believe that none of the changes to US GAAP that went into effect during the three months ended March 31, 2025, or that have been issued but that we have not yet adopted have substantively impacted our recent trends or are expected to substantively impact our future trends.

Current wording

The Company has considered all newly issued accounting guidance that is applicable to its operations and the preparation of its unaudited condensed consolidated statements, including those it has not yet adopted. We believe that none of the changes to US GAAP that went into effect during the six months ended June 30, 2025, or that have been issued but that we have not yet adopted have substantively impacted our recent trends or are expected to substantively impact our future trends.