GCM Grosvenor Inc.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 19, 2026
GCMG$12.66+1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-21.
0001819796-25-000006
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-19.
0001819796-26-000010
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 213 previous paragraphs and 221 current paragraphs.
139 unchanged; 68 reworded; 10 added; 4 removed; 2 previous and 4 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
For example, on July 4, 2025, H.R. 1, the “One Big Beautiful Bill Act” (the “OBBBA”) was signed into law in the United States. Among other changes, the OBBBA modifies key business tax provisions, including the restoration of 100% bonus depreciation under Section 168(k) of the Code, the restoration of the immediate deduction of U.S. domestic research and experimental expenditures under Section 174A of the Code, the restoration of the EBITDA-based business interest expense limitation under Section 163(j) of the Code, and changes to the computation of taxes related to international operations. Based on our evaluation of the tax law changes outlined in the OBBBA, we do not expect the legislation to have a material impact on our financial statements.
Current report
General, administrative and other of $104.8 million for theyear ended December 31, 2025 was generally consistent compared to theyear ended December 31, 2024.
Current report
(1)Excludes fund expense reimbursement revenue, net of $16.5 million, $14.7 million and $14.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, and excludes net revenue of noncontrolling interests of $1.3 million in a consolidated subsidiary for the year ended December 31, 2025. There was no net revenue of noncontrolling interests in a consolidated subsidiary for each of the years ended December 31, 2024 and 2023.
Current report
(1)Represents net revenue of noncontrolling interests in consolidated subsidiary
Current report
On November 18, 2025, we entered into an equity distribution agreement pursuant to which we may offer and sell up to $100.0 million in shares of our Class A common stock through an at-the-market (“ATM”) equity program. Also on November 18, 2025, we filed a prospectus supplement relating to the ATM equity sales program.
Current report
•proceeds from the exercise of warrants of $119.7 million during the year ended December 31, 2025;
Current report
•proceeds from Share Purchase Agreement, net of $49.8 million during the year ended December 31, 2025;
Current report
•dividends paid of $(25.3) million and $(20.5) million during theyears ended December 31, 2025 and 2024, respectively; and
Current report
In February 2026, the Company completed a prepayment of $65 million on our outstanding Term Loan Facility.
Current report
In November 2025, the Company entered into an equity distribution agreement with Morgan Stanley & Co. LLC (the “Agent”) establishing an at-the-market (“ATM”) equity offering program. Under the terms of the agreement, the Company may offer and sell shares of its Class A common stock from time to time at prevailing market prices, and retains discretion with respect to the timing, amount and pricing of any sales, subject to the terms of the agreement. The Company did not issue any shares under the ATM equity offering program during the year ended December 31, 2025.
Removed paragraphs (4)
Previous report
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 report
General, administrative and other increased $3.5 million, or 3%, to $104.3 million, for theyear ended December 31, 2024 compared to theyear ended December 31, 2023. The overall increase was primarily driven by increases in professional fees.
Previous report
(1)Excludes fund reimbursement revenue of $14.7 million, $14.6 million and $10.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Previous report
•dividends paid of $(20.5) million and $(20.3) million during theyears ended December 31, 2024 and 2023, respectively; and
Reworded paragraphs (68)
Previous wording
As a global alternative asset manager, our results of operations are impacted by a variety of factors, including conditions in the global financial markets and economic and political environments, particularly in the United States, Europe, Asia-Pacific, Latin America and the Middle East. While economic factors, such as interest rates, can make alternative investments more or less attractive relative to other asset classes, investors have increasingly gravitated towards the returns generated by alternative investments in order to meet their return objectives. In addition, increased equity market volatility can also contribute to increased investor demand for alternative strategies. Finally, the opportunities in private markets continue to expand as firms raise new funds and launch new vehicles and products to access private markets across the globe.
Current wording
As a global alternative asset manager, our results of operations are impacted by a variety of factors, including conditions in the global financial markets and economic and political environments, particularly in the United States, Europe, Asia-Pacific, Latin America and the Middle East. While economic factors, such as interest rates, can make alternative investments more or less attractive relative to other asset classes, investors have increasingly gravitated towards the returns generated by alternative investments in order to meet their return objectives. In addition, increased equity market volatility can also contribute to increased investor demand for alternative strategies. We have observed such volatility in 2025 in the United States, driven by elevated inflation, economic slowdown and potential implications of U.S. trade tariffs. This environment can influence when clients choose to commit capital, the pace at which we invest those commitments, and the timing of realizations and related fees. Finally, the opportunities in private markets continue to expand as firms raise new funds and launch new vehicles and products to access private markets across the globe.
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
3 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 February 14, 2025, there were 44,911,734 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 February 14, 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.
Current wording
4 As of February 16, 2026, there were 60,810,959 shares of Class A common stock outstanding and 141,665,831 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
Previous wording
We provided investment management / advisory services on assets of $80.1 billion, $76.9 billion and $73.7 billion as of December 31, 2024, 2023 and 2022, respectively.
Current wording
We provided investment management / advisory services on assets of $90.9 billion, $80.1 billion and $76.9 billion as of December 31, 2025, 2024 and 2023, 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 December 31, 2024, deferred revenue relating to constrained realized carried interest was approximately $6.0 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 December 31, 2025, deferred revenue relating to constrained realized carried interest was approximately $5.9 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 $44.7 billion as of December 31, 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 $50.1 billion as of December 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 $13.8 billion as of December 31, 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 $15.1 billion as of December 31, 2025.
Previous wording
Other operating income primarily consists of administrative fees from certain private investment vehicles where we perform a full suite of administrative functions but do not manage or advise and have no discretion over the capital.
Current wording
Other operating income primarily consists of administrative fees from certain private investment vehicles where we perform a full suite of administrative functions, but for which the Company does not manage or advise. The Company satisfies its performance obligations for administrative fees over time as the services are rendered and the customer simultaneously receives and consumes the benefits of the services as they are performed, using the same time-based measure of progress towards completion. Other operating income also includes placement fees earned when the Company raises capital for certain investment vehicles. These fees are recognized upon the successful placement and funding of the related securities.
Previous wording
Management fees increased $26.2 million, or 7%, to $401.6 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Private market strategies fees increased $24.2 million, or 11%, due to a $18.0 million increase in fees related to private markets strategies specialized funds, including a $6.1 million increase incatch-up management fees, and a $6.3 million increase in fees related to private markets strategies customized separate accounts. Both of these increases are as a result of capital raising and deployment. Additionally, there was an increase of $1.9 million, or 1%, in absolute return strategies fees, primarily due to better investment performance in 2024.
Current wording
Management fees increased $24.1 million, or 6%, to $425.8 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Private market strategies fees increased $14.2 million, or 6%, due to a $10.3 million increase in fees related to private markets strategies specialized funds and a $3.5 million increase in fees related to private markets strategies customized separate accounts. These increases are a result of capital raising and deployment. Additionally, there was an increase of $6.8 million, or 5%, in absolute return strategies fees, primarily due to better investment performance in 2025. Fund expense reimbursement revenue increased$3.1 million, or 21%, to $17.8 million, for theyear ended December 31, 2025 compared to theyear ended December 31, 2024.
Previous wording
Incentive fees consisted of carried interest and performance fees. Carried interest increased$1.3 million, or 3%, to$50.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to slightly higher distributions from investments and carry realizations during the year ended December 31, 2024. Performance fees increased$40.0 million, to$55.3 million for the year ended December 31, 2024, compared to the year ended December 31, 2023. Theincrease in performance fees was primarily due to higher returns for absolute return strategies funds during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Current wording
Incentive fees consisted of carried interest and performance fees. Carried interest increased$4.3 million, or 9%, to$55.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase is primarily due to higher tax carry realizations and distributions from investments during the year ended December 31, 2025 as compared to the year ended December 31, 2024. Performance fees increased$12.9 million, or 23%, to$68.2 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to higher returns for absolute return strategies funds during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Previous wording
Employee compensation and benefits decreased $19.8 million, or 6%, for theyear ended December 31, 2024 compared to theyear ended December 31, 2023. The overall decrease was primarily driven by decreases in partnership interest-based compensation and cash-based employee compensation and benefits, partially offset by an increase in cash-based incentive fee related compensation. Partnership interest-based compensation decreased $31.9 million, or 31%, primarilydue toexpense recorded for the Holdings Awards during the year ended December 31, 2023, partially offset by award modifications in the first quarter of 2024. Holdings Awards are further described in Note 11 in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K). These awards do not dilute Class A common stockholders or impact our net cash flows. Cash-based employee compensation and benefits decreased $7.6 million, or 5%, due to lower discretionary bonus accruals and severance for theyear ended December 31, 2024 compared to theyear ended December 31, 2023. Cash-based incentive fee related compensation increased $20.8 million, due to higher incentive fees during the year ended December 31, 2024, which are discussed above.
Current wording
Employee compensation and benefits decreased $16.9 million, or 5%, for theyear ended December 31, 2025 compared to theyear ended December 31, 2024. The overall decrease was primarily driven by decreases in partnership interest-based compensation, partially offset by an increase in cash-based incentive fee related compensation. Partnership interest-based compensation decreased $25.9 million, or 36%, primarilydue to lower expense of the Holdings Awards that were granted in 2023 and were fully expensed during the year ended December 31, 2024, and the GCMH Equityholders Awards that were granted in 2022 and were fully expensed during the year ended December 31, 2025. Holdings Awards and GCMH Equityholders Awards are further described in Note 11 in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. These awards do not dilute Class A common stockholders or impact our net cash flows. Cash-based incentive fee related compensation increased $8.1 million, or 22%, due to higher incentive fees during the year ended December 31, 2025, which are discussed above.
Previous wording
Investment income increased to $15.6 million for theyear ended December 31, 2024 compared to investment income of $11.6 million for the year ended December 31, 2023, primarily due to the change in value of private and public market investments.
Current wording
Investment income increased to $16.3 million for theyear ended December 31, 2025 compared to investment income of $15.6 million for the year ended December 31, 2024, primarily due to the change in value of private and public market investments.
Previous wording
Interest expense increased $0.4 million, or 2%, to$24.2 million, for theyear ended December 31, 2024 compared to theyear ended December 31, 2023, due to increased principal amount outstanding on the Term Loan Facility partially offset by slightly lower effective interest rates on both the hedged and unhedged portions of the Term Loan Facility during theyear ended December 31, 2024.
Current wording
Interest expense decreased $1.4 million, or 6%, to$22.8 million, for theyear ended December 31, 2025 compared to theyear ended December 31, 2024, primarily due to decreased effective interest rates on unhedged portions of the Term Loan Facility during theyear ended December 31, 2025.
Previous wording
Other income was $1.3 million for theyear ended December 31, 2024 compared to other income of $1.0 million for theyear ended December 31, 2023.
Current wording
Other income was $6.3 million for theyear ended December 31, 2025 compared to other income of $1.3 million for theyear ended December 31, 2024, primarily due to higher interest income earned on cash balances as a result of higher average cash on hand for theyear ended December 31, 2025.
Previous wording
Change in fair value of warrant liabilities of$16.1 million for theyear ended December 31, 2024 was due to an increase in the fair value of the warrants from December 31, 2023 to December 31, 2024.
Current wording
Change in fair value of warrant liabilities of$21.7 million for theyear ended December 31, 2025 was due to an decrease in the fair value of the warrants from December 31, 2024 to December 31, 2025. No public or private warrants were outstanding as of December 31, 2025.
Previous wording
The Company’s effective tax rate was 27% and (36)% for the years ended December 31, 2024 and 2023, respectively. The primary factors impacting the effective tax rate are the allocation of income (loss) to noncontrolling interest as well as state and foreign income taxes paid at the partnership level that are included in income tax expenses but are partially eliminated in consolidation through noncontrolling interest.
Current wording
Our effective tax rate was 8% and 27% for the years ended December 31, 2025 and 2024, respectively. The primary factors impacting the effective tax rate are the portion of income allocated to the noncontrolling interest holders, including profit interest expense, state and non-US taxes, as well as a discrete tax adjustments recorded.
Previous wording
Net income attributable to noncontrolling interests in subsidiaries was $2.5 million and $5.0 million for theyears ended December 31, 2024 and 2023, respectively. The decrease was primarily attributable to a decrease in income generated by our consolidated subsidiaries not wholly owned by the Company.
Current wording
Net income attributable to noncontrolling interests in subsidiaries was $3.5 million and $2.5 million for theyears ended December 31, 2025 and 2024, respectively. The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly owned by us.
Previous wording
Net income (loss) attributable to noncontrolling interests in GCMH was $15.4 million and $(47.0) million for the years ended December 31, 2024 and 2023, respectively. The change 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 income (loss) attributable to noncontrolling interests in GCMH was $93.2 million and $15.4 million for the years ended December 31, 2025 and 2024, respectively. The change in net income (loss) attributable to noncontrolling interests in GCMH was primarily attributable to the underlying performance of GCMH as well as a decrease in partnership-interest based compensation, which was fully allocated to noncontrolling interests in GCMH.
Previous wording
Of the $8.2 billion CNYFPAUM as of December 31, 2024, approximately $3.0 billionis subject to an agreed upon fee ramp in schedule. The ramp in schedule will result in management fees being charged onapproximately $1.0 billion, $0.8 billionand $1.2 billion of such amount beginning in 2025, 2026 and 2027 and beyond, respectively. Management fees will be charged on the remaining approximately $5.2 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 $10.4 billion CNYFPAUM as of December 31, 2025, approximately $2.1 billionis subject to an agreed upon fee ramp in schedule. The ramp in schedule will result in management fees being charged onapproximately $0.6 billion, $0.5 billionand $1.0 billion of such amount beginning in 2026, 2027 and 2028 and beyond, respectively. Management fees will be charged on the remaining approximately $8.3 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 $3.1 billion, or 5%, to $64.8 billion during theyear ended December 31, 2024 primarily due to $6.0 billion of contributions and a $2.6 billion increase in market value, partially offset by $2.7 billion and $1.7 billion of withdrawals and distributions, respectively.
Current wording
FPAUM increased $7.7 billion, or 12%, to $72.5 billion during theyear ended December 31, 2025 primarily due to $8.3 billion of contributions and a $3.2 billion increase in market value, partially offset by $1.6 billion and $1.9 billion of withdrawals and distributions, respectively.
Previous wording
•Private markets strategies FPAUM increased $2.4 billion, or 6%, to $42.7 billion during theyear ended December 31, 2024 primarily due to $4.7 billion of contributions, partially offset by $1.4 billion of distributions.
Current wording
•Private markets strategies FPAUM increased $4.5 billion, or 10%, to $47.2 billion during theyear ended December 31, 2025 primarily due to $6.3 billion of contributions, partially offset by $1.6 billion of distributions.
Previous wording
•Absolute return strategies FPAUM increased $0.6 billion, or 3%, to $22.0 billion during theyear ended December 31, 2024 primarily due to a $2.4 billion increase in market value and $1.3 billion of contributions. partially offset by $2.6 billion of withdrawals.
Current wording
•Absolute return strategies FPAUM increased $3.3 billion, or 15%, to $25.3 billion during theyear ended December 31, 2025 primarily due to a $3.0 billion increase in market value and $1.9 billion of contributions. partially offset by $1.4 billion of withdrawals.
Previous wording
CNYFPAUM increased $0.9 billion, or 12%, to $8.2 billion during theyear ended December 31, 2024 due to the closing of new commitments during the period, net of reductions for CNYFPAUM that became FPAUM during the period.
Current wording
CNYFPAUM increased $2.2 billion, or 27%, to $10.4 billion during theyear ended December 31, 2025 due to the closing of new commitments during the period, net of reductions for CNYFPAUM that became FPAUM during the period.
Previous wording
AUM increased $3.2 billion, or 4%, to $80.1 billion during the year ended December 31, 2024, primarily driven by the $3.1 billion increase in FPAUM, as well as mark to market increases that do not impact FPAUM.
Current wording
AUM increased $10.9 billion, or 14%, to $90.9 billion during the year ended December 31, 2025, primarily driven by the $7.7 billion increase in FPAUM, as well as mark to market increases that do not impact FPAUM.
Previous wording
(2)Excludes severance expense of $1.5 million, $6.8 million and $1.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Current wording
(2)Excludes severance expense of $3.8 million, $1.5 million and $6.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Previous wording
(3)Excludes amortization of intangibles of $1.3 million, $1.3 million and $2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. Also excludes completed and contemplated corporate transaction-related costs of $6.1 million, $6.4 million and $2.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, and non-core expenses of $2.5 million, $2.2 million and $0.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. Transaction-related costs for the year ended December 31, 2024 includes $3.0 million related to a debt amendment and extension expense. Non-core expenses includes New York office relocation costs of $1.9 million and $1.2 million for the year ended December 31, 2024 and 2023, respectively.
Current wording
(3)Excludes amortization of intangibles of $1.3 million for each of the years ended December 31, 2025, 2024 and 2023. Also excludes completed and contemplated corporate transaction-related costs of $1.8 million, $6.1 million and $6.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, and non-core expenses of $1.6 million, $2.5 million and $2.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Transaction-related costs for the year ended December 31, 2024 includes $3.0 million related to a debt amendment and extension expense. Non-core expenses includes New York office relocation costs of $1.9 million and $1.2 million for the years ended December 31, 2024 and 2023, respectively. Also excludes fund expense reimbursement expenses of $16.6 million, $14.7 million and $14.6 million for the years ended December 31, 2025, 2024 and 2023, respectively
Previous wording
(5)Excludes the impact of non-cash carried interest compensation of $0.5 million for the year ended December 31, 2024. The net non-cash carried interest compensation for each of the years ended December 31, 2023 and 2022 was de minimis.
Current wording
(5)Includes the impact of non-cash carried interest compensation of $0.2 million and $(0.5) million for the years ended December 31, 2025 and 2024, respectively. The net non-cash carried interest compensation for the year ended 2023 was de minimis.
Previous wording
(7)Represents corporate income taxes at a blended statutory effective tax rates of 25.0%, 24.7% and 24.2% applied to Adjusted Pre-Tax Income for the years ended December 31, 2024, 2023 and 2022, respectively. The 25.0%, 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 4.0%, 3.7%, and 3.2%, respectively.
Current wording
(7)Represents corporate income taxes at a blended statutory effective tax rates of 24.3%, 25.0% and 24.7% applied to Adjusted Pre-Tax Income for the years ended December 31, 2025, 2024 and 2023, respectively. The 24.3%, 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 3.3%, 4.0%, and 3.7%, respectively.
Previous wording
Net incentive fees are used to highlight fees earned from incentive fees that are attributable to GCM Grosvenor. Net incentive fees represent incentive fees excluding (a) incentive fees contractually owed to others and (b) cash-based incentive fee related compensation. Net incentive fees are used by management in making compensation and capital allocation decisions and we believe that they provide investors useful information regarding the amount that such fees contribute to the Company’s earnings.
Current wording
Net Incentive Fees Attributable to GCM Grosvenor is a non-GAAP measure used to highlight fees earned from incentive fees that are attributable to GCM Grosvenor. Net Incentive Fees Attributable to GCM Grosvenor represent incentive fees excluding (a) incentive fees contractually owed to others and (b) cash-based incentive fee related compensation. Net incentive fees provide investors useful information regarding the amount that such fees contribute to our earnings and are used by management in making compensation and capital allocation decisions.
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 Net Income is a non-GAAP measure that we present on a pre-tax and after-tax basis to evaluate our profitability. Adjusted Pre-Tax Income represents net income attributable to GCM Grosvenor Inc. including (a) net income (loss) attributable to noncontrolling interest in GCMH, excluding (b) provision (benefit) for income taxes, (c) changes in fair value of 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 tax receivable agreement liability and (i) certain other items that we believe are not indicative of our core performance, including charges related to completed and corporate transactions, employee severance, office relocation costs, and loss on extinguishment of debt. Adjusted Net Income represents Adjusted Pre-Tax Income fully taxed at each period's blended statutory tax rate.
Previous wording
Adjusted EBITDA represents Adjusted Net Income excluding (a) adjusted income taxes, (b) depreciation and amortization expense and (c) interest expense on our outstanding debt.
Current wording
Adjusted EBITDA is a non-GAAP measure which represents Adjusted Net Income excluding (a) adjusted income taxes, (b) depreciation and amortization expense and (c) interest expense on our outstanding debt.
Previous wording
(1)Represents 2024 expenses incurred, including $3.0 million related to a debt amendment and extension, and contemplated corporate transactions and 2023 and 2022 expenses related to contemplated corporate transactions.
Current wording
(1)Represents 2025, 2024, and 2023 expenses related to completed and contemplated corporate transactions transaction expenses, for 2024 includes $3.0 million related to a debt amendment and extension.
Previous wording
(3)Represents corporate income taxes at a blended statutory effective tax rates of 25.0%, 24.7% and 24.2% applied to Adjusted Pre-Tax Income for the years ended December 31, 2024, 2023 and 2022, respectively. The 25.0%, 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 4.0%, 3.7%, and 3.2%, respectively.
Current wording
(3)Represents corporate income taxes at a blended statutory effective tax rates of 24.3%, 25.0% and 24.7% applied to Adjusted Pre-Tax Income for the years ended December 31, 2025, 2024 and 2023, respectively. The 24.3%, 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 3.3%, 4.0%, and 3.7%, respectively.
Previous wording
Fee-Related Revenue (“FRR”) is a non-GAAP measure used to highlight revenues from recurring management fees and administrative fees. FRR represents total operating revenues less (1) incentive fees and (2) fund reimbursement revenue. We believe FRR is useful to investors because it provides additional insight into our relatively stable management fee base separate from incentive fee revenues, which tend to have greater variability.
Current wording
Fee-Related Revenue ("FRR") is a non-GAAP measure used to highlight revenues from recurring management fees and administrative fees. FRR represents total operating revenues less (a) incentive fees, (b) net revenue of noncontrolling interests in consolidated subsidiary and (c) fund expense reimbursement revenue, net. We believe FRR is useful to investors because it provides additional insight into our relatively stable management fee base separate from incentive fee revenues, which tend to have greater variability.
Previous wording
Fee-Related Earnings (“FRE”) is a non-GAAP metric used to highlight earnings from recurring management fees and administrative fees. FRE represents adjusted EBITDA further adjusted to exclude (a) incentive fees and related compensation and (b) other non-operating income, and to include depreciation expense. We believe FRE is useful to investors because it provides additional insights into the management fee driven operating profitability of our business.
Current wording
Fee-Related Earnings (“FRE”) is a non-GAAP measure used to highlight earnings from recurring management fees and administrative fees. FRE represents Adjusted EBITDA further adjusted to exclude (a) incentive fees, (b) other non-operating income,and (c) realized investment income, net of amount attributable to noncontrolling interests in subsidiaries, and to include (a) incentive fee-related compensation and (b) carried interest attributable to other noncontrolling interest holders, net, and (c) depreciation expense. We believe FRE is useful to investors because it provides additional insights into the management fee driven operating profitability of our business.
Previous wording
We have historically financed our operations and working capital through net cash provided by operating activities and borrowings under our Term Loan Facility and Revolving Credit Facility (each as defined below). As of December 31, 2024, we had $89.5 million of cash and cash equivalents and available borrowing capacity of $50.0 million under our Revolving Credit Facility. On July 29, 2022, the SEC declared effective our Registration Statement on Form S-3, pursuant to which the Company may issue a combination of securities described in the prospectus in one or more offerings from time to time. Our primary cash needs are to fund working capital requirements, invest in growing our business, make investments in GCM Funds, make scheduled principal payments and interest payments on our outstanding indebtedness, pay dividends to holders of our Class A common stock, and pay tax distributions to members. Additionally, as a result of the Transaction, we need cash to make payments under the Tax Receivable Agreement. We expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity under our Revolving Credit Facility will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for the next twelve months and the foreseeable future.
Current wording
Our primary cash needs are to fund working capital requirements, invest in growing our business, make investments in GCM Funds, make scheduled principal payments and interest payments on our outstanding indebtedness, pay dividends to holders of our Class A common stock and pay tax distributions to members. Additionally, as a result of the Transaction, we need cash to make payments under the Tax Receivable Agreement. We expect that our cash flow from operations, current cash and cash equivalents, available borrowing capacity under our Revolving Credit Facility, and potential proceeds from the ATM equity sales program will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for the next twelve months and the foreseeable future.
Previous wording
Net cash provided by operating activities is generally comprised of our net income (loss) in the respective periods after adjusting for significant non-cash activities, including equity-based compensation for equity-classified awards, non-cash partnership interest-based compensation, the change in fair value of warrant liabilities and the change in equity value of our investments, all of which are included in earnings; proceeds received from return on investments; inflows for receipt of management and incentive fees; and outflows for operating expenses, including cash-based compensation.
Current wording
Net cash provided by operating activities is generally comprised of our net income (loss) in the respective periods after adjusting for significant non-cash activities, including equity-based compensation for equity-classified awards, non-cash partnership interest-based compensation, the change in fair value of warrant liabilities and the change in equity value of our investments, all of which are included in earnings; proceeds received from return on investments; inflows for receipt of management and incentive fees; and outflows for operating expenses, including cash-based compensation and lease liabilities.
Previous wording
Net cash provided by operating activities was $148.8 million and $92.1 million for the years ended December 31, 2024 and 2023, respectively. These operating cash flows were primarily driven by:
Current wording
Net cash provided by operating activities was $183.5 million and $148.8 million for the years ended December 31, 2025 and 2024, respectively. These operating cash flows were primarily driven by:
Previous wording
•net income of $152.6 million and $93.3 million for the years ended December 31, 2024 and 2023, respectively, after adjusting for $116.0 million and $122.6 million of net non-cash activities for the years ended December 31, 2024 and 2023, respectively;
Current wording
•net income of $194.9 million and $152.6 million for the years ended December 31, 2025 and 2024, respectively, after adjusting for $52.8 million and $116.0 million of net non-cash activities for the years ended December 31, 2025 and 2024, respectively;
Previous wording
•a decrease in working capital of $16.9 million during the year ended December 31, 2024, as compared to a decrease in working capital of $11.8 million during the year ended December 31, 2023, largely due to an increase in incentive fees earned during the year ended December 31, 2024, partially offset by lower cash-based compensation during the year ended December 31, 2024; and
Current wording
•a decrease in working capital of $28.1 million during the year ended December 31, 2025, as compared to a decrease in working capital of $16.9 million during the year ended December 31, 2024, largely due to an increase in incentive fees earned and cash-based compensation during the year ended December 31, 2025; and
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Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
GCMH. As of February 16, 2026, GCM V held 141,665,831 shares of Class C common stock, which corresponds to the number of Common Units held by the GCMH Equityholders.
Current report — wording carried from elsewhere
We have historically financed our operations and working capital through net cash provided by operating activities and borrowings under our Term Loan Facility and Revolving Credit Facility (each as defined below). As of December 31, 2025, we had $242.1 million of cash and cash equivalents and available borrowing capacity of $50.0 million under our Revolving Credit Facility. In February 2026, we completed a prepayment of $65 million on our outstanding Term Loan Facility.
Current report — wording carried from elsewhere
The terms of the Company’s current debt instruments contain covenants that may restrict the Company and its subsidiaries from paying distributions to its members. As a holding company, we are dependent upon the ability of GCMH to make distributions to its members, including us. However, the ability of GCMH to make such distributions is subject to its operating results, cash requirements and financial condition, restrictive covenants in our debt instruments and applicable
Current report — wording carried from elsewhere
December 31,2024. For the years ended December 31, 2025 and 2024, we did not repurchase anyoutstanding warrants to purchase Class A common stock. As of December 31, 2025, $55.7 million remained available under our stock repurchase plan.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Adjusted Net Income represents Adjusted Pre-Tax Income fully taxed at each period’s blended statutory tax rate.
Previous report — wording carried elsewhere
On February 6, 2025, GCMG’s Board of Directors increased the firm's existing repurchase authorization by $50 million, from$140 millionto$190 million.