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 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.

Current wording

AlTi is an independent global wealth manager providing entrepreneurs, multi-generational families, institutions, and emerging next-generation leaders with fiduciary advisory services. We manage or advise approximately $89.2 billion in combined assets as of September 30, 2025. We have approximately 490 professionals operating in 19 cities in 9 countries across three continents as of September 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

•Management / advisory fees are historically more predictable across market conditions than our other revenue sources. These fees are recurring in nature (usually being annual or quarterly fees) and are earned from investment management, investment advisory, trusts, and family office services. The recurring nature of these fees is underpinned by the client retention rate of wealth management services which means that these fees are also relatively stable.

Current wording

•Management / advisory fees are historically more predictable across market conditions than our other revenue sources. These fees are recurring in nature (usually being annual or quarterly fees) and are earned from investment management, investment advisory, trusts, and family office services, as well as from the management of the TIG Arbitrage fund. The recurring nature of these fees is largely underpinned by the client retention rate of wealth management services which means that these fees are also relatively stable.

Previous wording

•Incentive or performance fees are comprised primarily of annual performance or incentive fees which may be earned by providing investment management and advisory as well as fund management activities to our Capital Solutions and international wealth management businesses. These fees, being performance related, are variable in nature and more susceptible to impact from exogenous factors. As a result, performance and incentive fees provide potential upside to our revenues in the future and, in our view, can be highly accretive to our profitability.

Current wording

•Incentive or performance fees are comprised primarily of annual performance or incentive fees earned for providing investment management and advisory services within our wealth management business, as well as incentive fees related to the TIG Arbitrage fund. These fees, being performance related, are variable in nature and more susceptible to impact from exogenous factors. As a result, performance and incentive fees provide potential upside to our revenues in the future and, in our view, can be highly accretive to our profitability.

Previous wording

•Other income or fees included primarily transaction fees from businesses we are in the process of exiting such as brokerage and placement agency services. Transaction fees are generally non-recurring in nature, are typically commission based, and are payable on the successful completion of a transaction.

Current wording

•Other income or fees included primarily transaction fees from businesses we have exited such as brokerage and placement agency services. Transaction fees are generally non-recurring in nature, are typically commission based, and are payable on the successful completion of a transaction.

Previous wording

Investment management or advisory fees are the primary source of revenue in our Wealth & Capital Solutions segment. These fees are generally calculated on the basis of a percentage of the value of each client’s assets (AUM or AUA) and are charged using either an average daily balance or ending balance, quarterly in arrears. Fees from internal fund management and advisory services related to our capital solutions platform are approximately 0.75% to 1.5% of the net asset value of the underlying investments.

Current wording

Investment management or advisory fees are the primary source of revenue in our operating segment. These fees are generally calculated on the basis of a percentage of the value of each client’s assets (AUM or AUA) and are charged using either an average daily balance or ending balance, quarterly in arrears. Fees from internal fund management and advisory services related to our capital solutions platform are approximately 0.75% to 1.5% of the NAV of the underlying investments.

Previous 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.

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 3% in the twelve months through September.

Previous wording

Our operations are also impacted by interest rates, which cause the value of our clients’ portfolios to fluctuate, and consequently impact our revenue. Changes in interest rates are largely influenced by Federal Reserve policy decisions to address the state of the economy, specifically employment and inflation. In its June 2025 meeting, the Federal Reserve maintained the federal funds rate in the range of 4.25% to 4.50%, a decision reflecting a cautious stance amidst ongoing global and domestic uncertainties.

Current wording

Our operations are also impacted by interest rates, which cause the value of our clients’ portfolios to fluctuate, and consequently impact our revenue. Changes in interest rates are largely influenced by Federal Reserve policy decisions to address the state of the economy, specifically employment and inflation. In its October meeting, the Federal Reserve enacted its second rate reduction of the year—a 25 basis point cut—bringing the federal funds target range to 3.75% to 4.00% as it seeks to stimulate economic growth and revive the weak labor market, despite concerns over ongoing inflation.

Previous wording

(d)Add-back of the change in unrealized gains/losses related to Investments held at fair value.

Current wording

(d)Add-back of the change in unrealized gains/losses related to Investments held at fair value and non-recurring realized gain/losses on sale.

Previous wording

(h)Add-back of impairment of carried interest/equity method investments.

Current wording

(h)Add-back of impairment of carried interest/equity method investments and intangible assets.

Previous wording

(i)Add-back of the amortization of the step-up in equity method investments.

Current wording

(j)Add-back of the amortization of the step-up in equity method investments.

Previous wording

(e)Add-back of the change in unrealized gains/losses related to Investments held at fair value.

Current wording

(e)Add-back of the change in unrealized gains/losses related to Investments held at fair value and non-recurring realized gain/losses on sale.

Previous wording

(h)Add-back of impairment of carried interest/equity method investments.

Current wording

(h)Add-back of impairment of carried interest/equity method investments and intangible assets.

Previous wording

(i)Add-back of the amortization of the step-up in equity method investments.

Current wording

(j)Add-back of the amortization of the step-up in equity method investments.

Previous wording

The table below presents the change in our total AUA for the wealth management businesses within the Wealth & Capital Solutions segment for the periods indicated:

Current wording

The table below presents the change in our total AUA for our operating segment for the periods indicated:

Previous 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).

Current wording

Within the Alternatives platform, assets consist of assets managed by TIG Arbitrage (AUM $1.7 billion and $1.7 billion as of September 30, 2025 and December 31, 2024, respectively), and the External Strategic Managers (AUA $5.4 billion and $5.1 billion as of September 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 and six months ended June 30, 2025 and June 30, 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 nine months ended September 30, 2025 and September 30, 2024:

Previous wording

For services provided to each client account, the Company charges investment management, custody, and/or trustee fees based on the fair value of the assets of such account (“Management/advisory fees”). The Company invoices clients based on the terms outlined in the signed customer contract (e.g., quarterly in arrears or in advance) based on the fair market value or net asset value. For those assets for which valuations are not available on a daily basis, the most recent valuation provided to the Company is used as the fair value for the purpose of calculating the quarterly fee.

Current wording

For services provided to each client account, the Company charges investment management, custody, and/or trustee fees based on the fair value of the assets of such account (“Management/advisory fees”). The Company invoices clients based on the terms outlined in the signed customer contract (e.g., quarterly in arrears or in advance) based on the fair market value or NAV. For those assets for which valuations are not available on a daily basis, the most recent valuation provided to the Company is used as the fair value for the purpose of calculating the quarterly fee.

Previous wording

Management / advisory fees. Management and advisory fees for the three months ended June 30, 2025, increased by $3.0 million compared to the three months ended June 30, 2024. This increase was driven by higher fees in our Wealth Management sector, primarily due to increases in our AUM both domestically and internationally amid strong market performance. These gains were partially offset by lower management fees in the TIG Arbitrage strategy due to fund outflows.

Current wording

Management / advisory fees. Management and advisory fees for the three months ended September 30, 2025, increased by $3.6 million compared to the three months ended September 30, 2024. This increase was driven by higher fees due to increases in our AUM both domestically and internationally amid strong market performance. These gains were partially offset by lower management fees in the TIG Arbitrage strategy due to fund outflows.

Previous 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.

Current wording

Incentive fees. For the three months ended September 30, 2025, incentive fees increased by $2.3 million compared to the three months ended September 30, 2024. This increase is attributable to fund redemptions resulting in crystallized incentive fees in the TIG Arbitrage strategy for the current year, which led to higher crystallized incentive fees in the current period.

Previous wording

Distributions from investments. Distributions from investments for the three months ended June 30, 2025 increased by $0.4 million compared to the three months ended June 30, 2024. This increase was primarily due to higher distributions related to management fees in the Real Estate Bridge Lending Strategy and partially offset by lower distributions in the Asian Credit and Special Situation strategies within Wealth & Capital Solutions in the current period.

Current wording

Distributions from investments. Distributions from investments for the three months ended September 30, 2025 decreased by $0.5 million compared to the three months ended September 30, 2024. This decrease was primarily due to lower distributions related to management fees in the Asian Credit and Special Situations and European Equities strategies and partially offset by higher distributions from the Real Estate Bridge Lending Strategy.

Previous wording

Other fees / income. Other fees and income for the three months ended June 30, 2025 was relatively flat compared to the three months ended June 30, 2024 with a slight decrease of $0.1 million related to lower fees in the International Real Estate segment.

Current wording

Other fees / income. Other fees and income for the three months ended September 30, 2025 was relatively flat compared to the three months ended September 30, 2024 with a slight decrease of $16.0 thousand related to lower fees.

Previous 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.

Current wording

Compensation expense. Compensation expense for the three months ended September 30, 2025 increased by $3.3 million compared to the three months ended September 30, 2024. This increase was primarily due to higher compensation costs tied to acquisition driven-compensation and benefits, acquisition-related earn-outs, new equity grants, and organizational streamlining initiatives that continue to be undertaken in 2025.

Previous 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.

Current wording

Non-compensation expense. Non-compensation expenses for the three months ended September 30, 2025 increased by $21.1 million as compared to the three months ended September 30, 2024, primarily driven by a $4.6 million increase in one-time and transaction related professional fees and a $16.3 million increase in general, administrative and other costs primarily due to non-recurring bad debt and redress provisions.

Previous 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.

Current wording

The Company’s effective tax rate was (39.1)% for the three months ended September 30, 2025 compared to 7.8% for three months ended September 30, 2024. The effective tax rate for the three months ended September 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 September 30, 2025 differed from the statutory U.S. corporate tax rate primarily due to the portion of income allocated to noncontrolling interest, state and local taxes, and the impact of a full valuation allowance on the Company’s deferred tax assets, including those generated in the Company’s subsidiaries in the U.S. and the U.K and its investment in Umbrella.

Previous 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.

Current wording

Management / advisory fees. Management and advisory fees for the nine months ended September 30, 2025, increased by $9.3 million compared to the nine months ended September 30, 2024. This increase was driven by higher fees due to rising AUM amounts year over year. These gains were partially offset by lower management fees in the TIG Arbitrage strategy due to fund outflows.

Previous wording

Incentive fees. For the six months ended June 30, 2025, incentive fees increased by $0.3 million compared to the six 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.

Current wording

Incentive fees. For the nine months ended September 30, 2025, incentive fees increased by $2.7 million compared to the nine months ended September 30, 2024. This increase is attributable to fund redemptions resulting in crystallized incentive fees in the TIG Arbitrage strategy for the current year, which led to higher crystallized incentive fees in the current period.

Previous 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.

Current wording

Distributions from investments. Distributions from investments for the nine months ended September 30, 2025 increased by $8.0 million compared to the nine months ended September 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 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 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.

Current wording

Other fees / income. Other fees and income for the nine months ended September 30, 2025 decreased by $0.1 million compared to the nine months ended September 30, 2024. This decrease was primarily driven by lower transactional income, as we are in the process of exiting businesses that generate such fees.

Previous wording

Compensation expense. Compensation expense for the six months ended June 30, 2025 increased by $8.4 million compared to the six 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.

Current wording

Compensation expense. Compensation expense for the nine months ended September 30, 2025 increased by $20.3 million compared to the nine months ended September 30, 2024. This increase was primarily due to higher compensation costs tied to acquisition-driven compensation and benefits, 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 six months ended June 30, 2025 increased by $16.4 million as compared to the six months ended June 30, 2024, primarily driven by a $10.4 million increase in one-time professional fees and a $3.1 million increase in general, administrative and other costs due to foreign exchange movements, irrecoverable VAT, and one-time bad debt provisions.

Current wording

Non-compensation expense. Non-compensation expenses for the nine months ended September 30, 2025 increased by $36.6 million as compared to the nine months ended September 30, 2024, primarily driven by a $14.8 million increase in one-time and transactional professional fees and a $18.2 million increase in general, administrative and other costs primarily due to non-recurring bad debt and redress provisions.

Previous wording

The Company’s effective tax rate was 16.1% for the six months ended June 30, 2025 compared to (3.2)% for six months ended June 30, 2024. The effective tax rate for the six 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 six 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.

Current wording

The Company’s effective tax rate was (20.4)% for the nine months ended September 30, 2025 compared to 9.1% for nine months ended September 30, 2024. The effective tax rate for the nine months ended September 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 nine months ended September 30, 2025 differed from the statutory U.S. corporate tax rate primarily due to the portion of income allocated to noncontrolling interests, state and local taxes, and the impact of a full valuation allowance on the Company’s deferred tax assets, including those generated in the Company’s subsidiaries in the U.S. and the U.K and its investment in Umbrella.

Previous 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.

Current wording

Cash and cash equivalents decreased by $28.5 million during the nine months ended September 30, 2025 primarily due to the Company’s net operating activities during the period, partially offset by the Company’s net investing and financing activities during the period.

Previous 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.

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 $53.5 million for the nine months ended September 30, 2025, was primarily driven by the Company’s net operating loss from continuing operations for the period, as operating expenses exceeded revenues, as well as a decrease in Accrued compensation and profit sharing of $14.8 million.

Previous 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.

Current wording

Net cash provided by investing activities of $13.2 million during the nine months ended September 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 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.

Current wording

Net cash provided by financing activities of $9.5 million during the nine months ended September 30, 2025, primarily resulted from the issuance of additional preferred stock.

Previous 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.

Current wording

As of September 30, 2025 and December 31, 2024, the liability associated with the TRA was approximately $32.5 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 September 30, 2025 and December 31, 2024, the Company carried $10.8 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 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.

Current wording

As of September 30, 2025, holders of Class B Units have exchanged a total of 10,844,400 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 $5.68 multiplied by the total number of shares of Class A Common Stock received at the time of the transactions.

Previous 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.

Current wording

As of September 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 $32.5 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 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.

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 September 30, 2025 and December 31, 2024, the fair value of the earn-out share liability was $11.4 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 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.

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 September 30, 2025 and December 31, 2024, the fair value of the earn-out share liability was $24.2 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.