GCM Grosvenor Inc.

Previous wording

Our success largely depends on the identification and availability of suitable investment opportunities for our clients, and, in particular, the success of the investment vehicles managed by third-party investment managers in which GCM Funds invest. The availability of investment opportunities is subject to certain factors outside of our control and the control of the investment managers with which we invest for our funds, including the market environment at a given point in time. Although there can be no assurance that we will be able to secure the opportunity to invest on behalf of our clients in all or a substantial portion of the investments we select, or that the size of the investment opportunities available to us will be as large as we would desire, we seek to maintain excellent relationships with investment managers of investment funds, including those in which we have previously made investments for our clients and those in which we may in the future invest, as well as sponsors of investments that might provide co-investment opportunities in portfolio companies alongside the sponsoring fund manager. Our ability to identify attractive investments and execute on those investments is dependent on a number of factors, including the general macroeconomic environment, valuation, transaction size, and expected duration of such investment opportunity.

Current wording

Our success largely depends on the identification and availability of suitable investment opportunities for our clients, including the success of the investment vehicles managed by third-party investment managers in which GCM Funds invest. The availability of investment opportunities is subject to certain factors outside of our control, including the market environment at a given point in time. Although there can be no assurance that we will be able to secure the opportunity to invest on behalf of our clients in all or a substantial portion of the investments we select, or that the size of the investment opportunities available to us will be as large as we would desire, we seek to maintain excellent relationships with investment managers that we have invested with previously or who we may invest with in the future. These investment managers include investment managers of investment funds as well as sponsors of investments that might provide co-investment opportunities in portfolio companies alongside the fund manager. Our ability to identify attractive investments and execute those investments is dependent on a number of factors, including the general macroeconomic environment, valuation, transaction size, and expected duration of such investment opportunity.

Previous wording

We have determined that we operate in a single operating and reportable segment, consistent with how our chief operating decision maker allocates resources and assesses performance.

Current wording

We have determined that we operate in a single operating and reportable segment. This is consistent with how our chief operating decision maker, who is our Chief Executive Officer, allocates resources and assesses performance.

Previous wording

(1)Mr. Sacks, the chairman of our board of directors and our chief executive officer, has 100% ownership and control over GCM V. The address for Mr. Sacks is c/o GCM Grosvenor, 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611.

Current wording

(1)Mr. Sacks, the chairman of our board of directors and our Chief Executive Officer, ultimately owns and controls GCM V. The address for Mr. Sacks is c/o GCM Grosvenor, 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611.

Previous wording

(2) Percentage of combined voting power represents voting power with respect to all shares of Class A common stock and Class C common stock, voting together as a single class. Each holder of Class A common stock is entitled to one vote per share, and each holder of Class C common stock is entitled to the lesser of (i) 10 votes per share and (ii) the Class C Share Voting Amount on all matters submitted to stockholders for their vote or approval. From and after the Sunset Date, holders of Class C Common Stock will be entitled to one vote per share. Class C common stock does not have any of the economic rights (including rights to dividends and distributions upon liquidation) associated with Class A common stock.

Current wording

(2)Percentage of combined voting power represents voting power with respect to all shares of Class A common stock and Class C common stock, voting together as a single class. Each holder of Class A common stock is entitled to one vote per share, and each holder of Class C common stock is entitled to the lesser of (i) 10 votes per share and (ii) the Class C Share Voting Amount on all matters submitted to stockholders for their vote or approval. From and after the Sunset Date, holders of Class C Common Stock will be entitled to one vote per share. Class C common stock does not have any of the economic rights (including rights to dividends and distributions upon liquidation) associated with Class A common stock.

Previous wording

(3) Each warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

Current wording

(3)Each warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

Previous wording

(4) Mr. Sacks is the ultimate managing member of each of (i) Holdings, (ii) Management LLC, (iii) Holdings II, and (iv) GCM Progress Subsidiary LLC, a Delaware limited liability company (collectively, the “GCMH Equityholders”). Any distribution of proceeds derived from the securities held by the GCMH Equityholders is shared among the respective members of such entities in accordance with the applicable operating agreements of such entities.

Current wording

(4)Mr. Sacks is the ultimate managing member of each of (i) Holdings, (ii) Management LLC, (iii) Holdings II, and (iv) GCM Progress Subsidiary LLC, a Delaware limited liability company (collectively, the “GCMH Equityholders”). Any distribution of proceeds derived from the securities held by the GCMH Equityholders is shared among the respective members of such entities in accordance with the applicable operating agreements of such entities.

Previous wording

(5) As of November 4, 2024, there were 44,899,246 shares of Class A common stock outstanding and 144,235,246 common units of GCMH (“Common Units”) outstanding held by the GCMH Equityholders, which may be exchanged for shares of Class A common stock on a one-to-one basis, or, at the Company’s election, for cash, pursuant to and subject to the restrictions set forth in the Fifth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH. As of November 4, 2024, GCM V held 144,235,246 shares of Class C common stock, which corresponds to the number of Common Units held by the GCMH Equityholders.

Current wording

(5)As of May 6, 2025, there were 49,994,434 shares of Class A common stock outstanding and 144,235,246 common units of GCMH (“Common Units”) outstanding held by the GCMH Equityholders, which may be exchanged for shares of Class A common stock on a one-to-one basis, or, at the Company’s election, for cash, pursuant to and subject to the restrictions set forth in the Fifth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH. As of May 6, 2025, GCM V held 144,235,246 shares of Class C common stock, which corresponds to the number of Common Units held by the GCMH Equityholders.

Previous wording

We provided investment management / advisory services on assets of $79.6 billion and $76.9 billion as of September 30, 2024 and December 31, 2023, respectively.

Current wording

We provided investment management / advisory services on assets of $82.0 billion and $80.1 billion as of March 31, 2025 and December 31, 2024, respectively.

Previous wording

Agreements generally include a clawback provision that, if triggered, would require us to return up to the cumulative amount of carried interest distributed, typically net of tax, upon liquidation of those funds, if the aggregate amount paid as carried interest exceeds the amount actually due based upon the aggregate performance of each fund. We have defined the portion to be deferred as the amount of carried interest, typically net of tax, that we would be required to return if all remaining investments had no value as of the end of each reporting period. As of September 30, 2024, deferred revenue relating to constrained realized carried interest was approximately $7.1 million.

Current wording

Agreements generally include a clawback provision that, if triggered, would require us to return up to the cumulative amount of carried interest distributed, typically net of tax, upon liquidation of those funds, if the aggregate amount paid as carried interest exceeds the amount actually due based upon the aggregate performance of each fund. We have defined the portion to be deferred as the amount of carried interest, typically net of tax, that we would be required to return if all remaining investments had no value as of the end of each reporting period. As of March 31, 2025, deferred revenue relating to constrained realized carried interest was approximately $5.3 million.

Previous wording

Assets under management that are subject to carried interest, excluding investments of the firm and our professionals from which we generally do not earn incentive fees, were approximately $44.2 billion as of September 30, 2024.

Current wording

Assets under management that are subject to carried interest, excluding investments of the firm and our professionals from which we generally do not earn incentive fees, were approximately $45.9 billion as of March 31, 2025.

Previous wording

Assets under management that are subject to performance fees, excluding investments of the firm and our professionals from which we generally do not earn incentive fees, were approximately $13.6 billion as of September 30, 2024.

Current wording

Assets under management that are subject to performance fees, excluding investments of the firm and our professionals from which we generally do not earn incentive fees, were approximately $13.9 billion as of March 31, 2025.

Previous wording

Employee compensation and benefits primarily consists of (1) cash-based employee compensation and benefits, (2) equity-based compensation, (3) partnership interest-based compensation, (4) carried interest compensation, (5) cash-based incentive fee related compensation and (6) other non-cash compensation. Bonus and incentive fee related compensation is generally determined by our management and is discretionary taking into consideration, among other things, our financial results and the employee’s performance. In addition, various individuals, including certain senior professionals have been awarded partnership interests and/or restricted stock units (“RSUs”). These partnership interests grant the recipient the right to certain cash distributions from GCMH Equityholders’ profits (to the extent such distributions are authorized) and/or to certain net sale proceeds after threshold distributions, resulting in non-cash profits interest compensation expense. We recognize compensation expense attributable to the RSUs on a straight-line basis over the requisite service period, which is generally the vesting period. Certain employees and former employees are also entitled to a portion of the carried interest and performance fees realized from certain GCM Funds, which is payable upon a realization of the carried interest or performance fees.

Current wording

Employee compensation and benefits primarily consists of (1) cash-based employee compensation and benefits, (2) equity-based compensation, (3) partnership interest-based compensation, (4) carried interest compensation, (5) cash-based incentive fee related compensation and (6) other non-cash compensation. Bonus and incentive fee related compensation is generally determined by our management and is discretionary taking into consideration, among other things, our financial results and the employee’s performance. In addition, various individuals, including certain senior professionals have been awarded partnership interests and/or restricted stock units (“RSUs”). These partnership interests grant the recipient the right to certain cash distributions from GCMH Equityholders’ profits (to the extent such distributions are authorized) and/or to certain net sale proceeds after threshold distributions, resulting in non-cash profits interest compensation expense. The company recognizes compensation expense attributable to the RSUs on a straight-line basis over the requisite service period, which is generally the vesting period. Certain employees and former employees are also entitled to a portion of the carried interest and performance fees realized from certain GCM Funds, which is payable upon a realization of the carried interest or performance fees.

Previous wording

Interest expense includes interest paid and accrued on our outstanding debt, along with the amortization of deferred debt issuance costs incurred from debt issued by us, including the Term Loan Facility and the Revolving Credit Facility entered into by us. Interest expense also includes (1) the impact of qualifying effective cash flow hedges and (2) the amortization of realized gains or losses on interest rate swaps that initially qualified for hedge accounting and were subsequently terminated. The unrealized gains or losses are reclassified from accumulated other comprehensive income into interest expense over the original life of the swap.

Current wording

Interest expense includes interest paid and accrued on our outstanding debt, along with the amortization of deferred debt issuance costs incurred from debt issued by us, including the Term Loan Facility and the Revolving Credit Facility (each of which defined below) entered into by us. Interest expense also includes (1) the impact of qualifying effective cash flow hedges and (2) the amortization of realized gains or losses on interest rate swaps that initially qualified for hedge accounting and were subsequently terminated. The unrealized gains or losses are reclassified from accumulated other comprehensive income into interest expense over the original life of the swap for terminated derivative instruments.

Previous wording

Other income (expense) consists primarily of other non-operating items, including write-off of unamortized debt issuance costs due to prepayments and refinancing of debt and interest income.

Current wording

Other income (expense) consists primarily of other non-operating items, including interest income.

Previous wording

Change in fair value of warrant liabilities are non-cash changes and consist of fair value adjustments related to the outstanding public and private warrants issued in connection with the Transaction. The warrant liabilities are classified as marked-to-market liabilities pursuant to ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and the corresponding increase or decrease in value impacts our net income (loss).

Current wording

Change in fair value of warrant liabilities are non-cash and consist of fair value adjustments related to the outstanding public and private warrants issued in connection with the Transaction. The warrant liabilities are classified as marked-to-market liabilities pursuant to ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and the corresponding increase or decrease in value impacts our net income (loss).

Previous wording

The following is a discussion of our consolidated results of operations for thethree and nine months ended September 30, 2024 and 2023. This information is derived from our accompanying Condensed Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Current wording

The following is a discussion of our consolidated results of operations for thethree months ended March 31, 2025 and 2024. This information is derived from our accompanying Condensed Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Previous wording

Management fees increased $4.0 million, or 4%, to $98.5 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. Private markets strategies fees increased $3.4 million, or 6%, primarily due to a $1.8 million increase in private market strategies specialized funds fees and a$1.6 million increase in private markets strategies customized separate accounts fees, both as a result of capital raising and deployment. Absolute return strategies fees increased$0.7 million, or 2%, primarily due to higher returns for certain absolute return strategies funds. These increases were partially offset by adecrease in fund expense reimbursement revenue of $0.2 million, or 5% to $3.5 million.

Current wording

Management fees increased $13.4 million, or 14%, to $109.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Private markets strategies fees increased $11.3 million, or 20%, primarily due to a $11.1 million increase in private market strategies specialized funds fees and a$0.3 million increase in private markets strategies customized separate accounts fees, both as a result of capital raising and deployment. Absolute return strategies fees increased$1.4 million, or 4%, primarily due to higher returns for certain absolute return strategies funds. Fund expense reimbursement revenue increased $0.7 million, or 19% to $4.7 million.

Previous wording

Incentive fees consisted of carried interest and performance fees. Carried interest decreased $4.9 million, or 19%, to $20.6 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily due to lower tax carry realizations related to 2023 taxable income partially offset by distributions and carry realizations during the three months ended September 30, 2024. Performance fees increased $2.1 million to $2.7 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to higher returns for absolute return strategies funds during the three months ended September 30, 2024. Performance fees are generally determined at the end of the calendar year and are generally minimal in interim periods.

Current wording

Incentive fees consisted of carried interest and performance fees. Carried interest increased $7.1 million, or 172%, to $11.2 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase is primarily due to higher distributions from investments and carry realizations during three months ended March 31, 2025, as compared to the three months ended March 31, 2024. Performance fees decreased $2.2 million, or 36%, to $3.8 million, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to lower fees earned from one fund with a different fiscal year than us. Performance fees are generally determined at the end of the calendar year and are generally minimal in interim periods.

Previous wording

Employee compensation and benefits decreased $36.6 million, or 13%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The overall decrease was primarily driven by decreases in partnership interest-based compensation, cash-based employee compensation and benefits and carried interest compensation, partially offset by an increase in cash-based incentive fee related compensation. Partnership interest-based compensation decreased $34.2 million, or 38%, due to expense recorded for the Holdings Awards during the nine months ended September 30, 2023, partially offset by award modifications in the first quarter of 2024 and amortization of the Holdings Awards that were granted in the second quarter of 2023. Holdings Awards are further described in Note 9 in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 2 of the Quarterly Report on Form 10-Q. These awards do not dilute Class A common stockholders or impact our net cash flows. Cash-based employee compensation and benefits decreased $9.0 million, or 7%, due to lower bonus accruals and severance for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Carried interest compensation decreased$3.5 million, or 14%, primarily due tolower realized carried interest during thenine months ended September 30, 2024. Cash-based incentive fee related compensation increased $8.8 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily due to higher performance fees during the nine months ended September 30, 2024.

Current wording

Employee compensation and benefits decreased $17.4 million, or 17%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The overall decrease was primarily driven by decreases in partnership interest-based compensation and equity-based compensation, partially offset by an increase in carried interest compensation. Partnership interest-based compensation decreased $17.8 million, or 59%, primarily due to award modifications that occurred in the first quarter of 2024 (as further described in Note 9 in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of the Quarterly Report on Form 10-Q). These awards do not dilute Class A common stockholders or impact our net cash flows. Equity-based compensation decreased $5.2 million, or 20%, primarily due to less liability-classified RSUs granted during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Carried interest compensation increased$2.8 million, or 109%, primarily due to higher realized carried interest during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Previous wording

General, administrative and other increased$3.2 million, or 15%, to$24.6 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily driven by an increase in professional fees.

Current wording

General, administrative and other increased$3.1 million, or 12%, to$28.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily driven by an increase in professional fees and travel related costs.

Previous wording

Investment income was $9.6 million for the nine months ended September 30, 2024 compared to $11.1 million for the nine months ended September 30, 2023, primarily due to the change in value of private and public market investments.

Current wording

Investment income was $0.8 million for the three months ended March 31, 2025 compared to $5.7 million for thethree months ended March 31, 2024, the change was primarily due to the change in value of private and public market investments.

Previous wording

Interest expense of$5.9 million for the three months ended September 30, 2024 was generally consistent with$5.7 million for the three months ended September 30, 2023.

Current wording

Interest expense was$5.7 million for the three months ended March 31, 2025, which was generally consistent with interest expense of$5.9 million for the three months ended March 31, 2024.

Previous wording

Other income of$0.5 million for the three months ended September 30, 2024 was generally consistent with $0.4 million for the three months ended September 30, 2023 and consisted primarily of interest income in each period.

Current wording

Other income was$0.8 million for the three months ended March 31, 2025, which was generally consistent with other income of $0.6 million for the three months ended March 31, 2024 and consisted primarily of interest income in each period.

Previous wording

Change in fair value of warrant liabilities of $7.0 million for the three months ended September 30, 2024 was due to an increase in the fair value of the warrants from June 30, 2024 to September 30, 2024.

Current wording

Change in fair value of warrant liabilities of $8.8 million for the three months ended March 31, 2025 was due to an increase in the fair value of the warrants from December 31, 2024 to March 31, 2025.

Previous wording

Our effective tax rate was 21% and 16% for the three months ended September 30, 2024 and 2023, respectively, and 55% and (21)% for the nine months ended September 30, 2024, respectively. Our overall effective tax rate was greater than the statutory rate primarily due to the portion of income allocated to the noncontrolling interest holders, including profit interest expense, as well as a valuation allowance recorded against deferred tax assets and discrete tax adjustments recorded in the periods.

Current wording

Our effective tax rate was 144% and (6)% for the three months ended March 31, 2025 and 2024, respectively. Our overall effective tax rate was greater than the statutory rate primarily due to the portion of income allocated to the noncontrolling interest holders, including profit interest expense, as well as a valuation allowance recorded against deferred tax assets and discrete tax adjustments recorded in the periods.

Previous wording

Net income attributable to noncontrolling interests in subsidiaries was $0.7 million and $1.3 million for the three months ended September 30, 2024 and 2023, respectively, and $1.1 million and $5.5 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, was primarily attributable to a decrease in income generated by our consolidated subsidiaries not wholly owned by us.

Current wording

Net income attributable to noncontrolling interests in subsidiaries was $0.2 million and $1.3 million for the three months ended March 31, 2025 and 2024, respectively. The decrease for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily attributable to a decrease in income generated by our consolidated subsidiaries not wholly owned by us.

Previous wording

Net income (loss) attributable to noncontrolling interests in GCMH was $7.3 million and $10.4 million for the three months ended September 30, 2024 and 2023, respectively, and $(6.0) million and $(48.8) million for the nine months ended September 30, 2024 and 2023, respectively. The change in net income (loss) attributable to noncontrolling interests in GCMH for the three and nine months ended September 30, 2024, as compared to the three and nine months ended September 30, 2023, was primarily attributable to a decrease in partnership-interest based compensation as described above, which was fully allocated to noncontrolling interests in GCMH and underlying performance of GCMH.

Current wording

Net loss attributable to noncontrolling interests in GCMH was $(1.7) million and $(22.3) million for the three months ended March 31, 2025 and 2024, respectively. The change in net loss attributable to noncontrolling interests in GCMH for the three months ended March 31, 2025, as compared to the three months March 31, 2024, was primarily attributable to a decrease in partnership-interest based compensation as described above, which was fully allocated to noncontrolling interests in GCMH and underlying performance of GCMH for the three months ended March 31, 2024.

Previous wording

Of the $7.9 billion CNYFPAUM as of September 30, 2024, approximately $3.1 billion is subject to an agreed upon fee ramp in schedule. The ramp in schedule will result in management fees being charged on approximately $0.3 billion, $1.1 billion and $1.7 billion of such amount in the remainder of 2024, in 2025, and in 2026 and beyond, respectively. Management fees will be charged on the remaining approximately $4.8 billion of CNYFPAUM as such capital is invested, which will depend on a number of factors, including the availability of eligible investment opportunities.

Current wording

Of the $8.2 billion CNYFPAUM as of March 31, 2025, approximately $2.7 billion is subject to an agreed upon fee ramp in schedule. The ramp in schedule will result in management fees being charged on approximately $0.7 billion, $0.8 billion and $1.2 billion of such amount in the remainder of 2025, in 2026, and in 2027 and beyond, respectively. Management fees will be charged on the remaining approximately $5.5 billion of CNYFPAUM as such capital is invested, which will depend on a number of factors, including the availability of eligible investment opportunities.

Previous wording

FPAUM increased$0.5 billion, or 1%, to$63.7 billion during the three months ended September 30, 2024 due to $1.1 billion of contributions and a $0.3 billion increase in market value, offset by $0.4 billion and $0.4 billion of withdrawals and distributions, respectively, and a $0.2 billion decrease in foreign exchange and other movements.

Current wording

FPAUM increased$1.6 billion, or 3%, to$66.4 billion during the three months ended March 31, 2025 due to $2.7 billion of contributions, offset by $0.4 billion and $0.5 billion of withdrawals and distributions, respectively, and a $0.1 billion decrease in foreign exchange and other movements.

Previous wording

•Private markets strategies FPAUM increased $2.0 billion, or 5%, to $42.3 billion during the nine months ended September 30, 2024, primarily due to $3.4 billion of contributions and a $0.2 billion increase in market value, partially offset by $0.8 billion of distributions and a $0.7 billion decrease in foreign exchange and other movements.

Current wording

•Private markets strategies FPAUM increased $1.7 billion, or 4%, to $44.4 billion during the three months ended March 31, 2025, primarily due to $2.4 billion of contributions, partially offset by $0.5 billion of distributions and a $0.2 billion decrease in foreign exchange and other movements.

Previous wording

•Absolute return strategies FPAUM remained consistent at $21.5 billion during the three months ended September 30, 2024, primarily due to a $0.3 billion increase in market value and $0.2 billion of contributions, partially offset by $0.4 billion and $0.1 billion of withdrawals and distributions, respectively.

Current wording

•Absolute return strategies FPAUM remained consistent at $22.0 billion during the three months ended March 31, 2025, primarily due to $0.4 billion of withdrawals, partially offset by $0.3 billion of contributions.

Previous wording

AUM increased $2.7 billion, or 3%, to $79.6 billion during the nine months ended September 30, 2024, primarily driven by a $2.0 billion increase in FPAUM and a $0.6 billion increase in CNYFPAUM, as well as mark to market increases that do not impact FPAUM.

Current wording

AUMincreased $1.9 billion, or 2%, to$82.0 billion during the three months ended March 31, 2025, primarily driven by a $1.6 billion increase in FPAUM, as well as mark to market increases that do not impact FPAUM.

Previous wording

(1)Excludes fund reimbursement revenue of $3.5 million and $3.7 million for thethree months ended September 30, 2024 and 2023, respectively, and $10.8 million for each of the nine months ended September 30, 2024 and 2023.

Current wording

(1)Excludes fund reimbursement revenue, net of $4.5 million and $3.9 million and excludes net revenue of noncontrolling interests of $0.1 million and $0.0 million in a consolidated subsidiary for thethree months ended March 31, 2025 and 2024, respectively.

Previous wording

(2)Excludes severance expense of $0.3 million and $1.1 million for thethree months ended September 30, 2024 and 2023, respectively, and $1.2 million and $5.9 million for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

(2)Excludes severance expense of $1.1 million and $0.3 million for thethree months ended March 31, 2025 and 2024, respectively.

Previous wording

(3)Excludes amortization of intangibles of $0.3 million for each of the three months ended September 30, 2024 and 2023, and $1.0 million for each of the nine months ended September 30, 2024 and 2023. Also excludes $1.3 million, $0.3 million and $6.3 million of contemplated corporate transaction related costs for the three months ended September 30, 2024 and 2023 and nine months ended September 30, 2023, respectively, and $4.5 million of a debt amendment and extension expenses and contemplated corporate transaction related costs for the nine months ended September 30, 2024. Also excludes non-core expenses of $0.2 million and $0.3 million for the three months ended September 30, 2024 and 2023, respectively, and $2.5 million and $1.1 million for the nine months ended September 30, 2024 and 2023, respectively. Non-core expenses include office relocation costs of $0.1 million and $1.9 million for the three andnine months ended September 30, 2024, respectively, and $0.3 million for each of the three andnine months ended September 30, 2023.

Current wording

(3)Excludes amortization of intangibles of $0.3 million for each of the three months ended March 31, 2025 and 2024. Also excludes $1.5 million and $0.1 million of contemplated corporate transaction related costs for the three months ended March 31, 2025 and 2024, respectively. Also excludes non-core expenses of $0.4 million and $1.2 million for the three months ended March 31, 2025 and 2024, respectively. Non-core expenses include office relocation costs of $0.9 million for the three months ended March 31, 2024. Also, excludes fund reimbursement revenue of $4.7 million and $3.9 million for thethree months ended March 31, 2025 and 2024, respectively.

Previous wording

(4)Excludes the impact of non-cash carried interest compensation and other of $(1.5) million and $0.4 million for the three months ended September 30, 2024 and 2023, respectively, and $(1.5) million for the nine months ended September 30, 2024. The net non-cash carried interest compensation and other for the nine months ended September 30, 2023 was de minimis.

Current wording

(5)Excludes the impact of non-cash carried interest compensation and other of $0.7 million for the three months ended March 31, 2025. The net non-cash carried interest compensation and other for the three months ended March 31, 2024 was de minimis.

Previous wording

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

Current wording

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

Previous wording

(6)Represents corporate income taxes at a blended statutory rate of 24.7% and 24.2% applied to Adjusted Pre-Tax Income for the three andnine months ended September 30, 2024 and 2023, respectively. The 24.7% and 24.2% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 3.7% and 3.2%, respectively.

Current wording

(7)Represents corporate income taxes at a blended statutory rate of 25.0% and 24.7% applied to Adjusted Pre-Tax Income for the three months ended March 31, 2025 and 2024, respectively. The 25.0% and 24.7% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 4.0% and 3.7%, respectively.

Previous wording

The following table shows reconciliations of incentive fees to net incentive fees attributable to GCM Grosvenor for thethree and nine months ended September 30, 2024 and 2023:

Current wording

The following table shows reconciliations of incentive fees to net incentive fees attributable to GCM Grosvenor for thethree months ended March 31, 2025 and 2024:

Previous wording

Adjusted Pre-Tax Income represents net income attributable to GCM Grosvenor Inc. including (a) net income (loss) attributable to GCMH, excluding (b) provision for income taxes, (c) changes in fair value of derivatives and warrant liabilities, (d) amortization expense, (e) partnership interest-based and non-cash compensation, (f) equity-based compensation, including cash-settled equity awards (as we view the cash settlement as a separate capital transaction), (g) unrealized investment income, (h) changes in TRA liability and (i) certain other items that we believe are not indicative of our core performance, including charges related to corporate transactions, employee severance, office relocation costs and loss on extinguishment of debt.

Current wording

Adjusted Pre-Tax Income represents net income attributable to GCM Grosvenor Inc. including (a) net income (loss) attributable to GCMH, excluding (b) provision for income taxes, (c) changes in fair value of derivatives and warrant liabilities, (d) amortization expense, (e) partnership interest-based and non-cash compensation, (f) equity-based compensation, including cash-settled equity awards (as we view the cash settlement as a separate capital transaction), (g) unrealized investment income, (h) changes in TRA liability and (i) certain other items that we believe are not indicative of our core performance, including charges related to corporate transactions, employee severance, and office relocation costs.