GCM Grosvenor Inc.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” section of Part I, Item IA in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and under the “Forward-Looking Statements” section elsewhere in this Quarterly Report on Form 10-Q, our actual results may differ materially from those anticipated in these forward-looking statements.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” section of Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and under the “Forward-Looking Statements” section elsewhere in this Quarterly Report on Form 10-Q, our actual results may differ materially from those anticipated in these forward-looking statements.

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. 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.

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 observed such volatility in 2025 and we have continued to observe such volatility during the first quarter of 2026 and into the second quarter of 2026 in the United States, driven by elevated inflation, economic slowdown, the ongoing implementation and expansion of U.S. trade tariffs, uncertainty regarding retaliatory measures by trading partners, and the resulting impact on global equity and credit markets. 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

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 United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the restoration of the immediate deduction of U.S. domestic research and experimental expenditures under Section 174A of the Internal Revenue Code, the restoration of the EBITDA-based business interest expense limitation under

Current wording

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.

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 November 3, 2025, there were 52,530,599 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 GCMH. As of November 3, 2025, 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 wording

(4)As of May 4, 2026, there were 60,383,165 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 our 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 4, 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. As of May 4, 2026, the GCMH Equityholders held 6,988 shares of Class A common stock.

Previous wording

We provided investment management / advisory services on assets of $87.0 billion and $80.1 billion as of September 30, 2025 and December 31, 2024, respectively.

Current wording

We provided investment management / advisory services on assets of $91.5 billion and $90.9 billion as of March 31, 2026 and December 31, 2025, 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, 2025, deferred revenue relating to constrained realized carried interest was approximately $6.7 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, 2026, 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 $47.8 billion as of September 30, 2025.

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 $50.2 billion as of March 31, 2026.

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 $14.4 billion as of September 30, 2025.

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 March 31, 2026.

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 we do not manage or advise. We satisfy our 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 we raise capital for certain investment vehicles. These fees are recognized upon the successful placement and funding of the related securities.

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. 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.

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. 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.

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 (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.

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 Senior Loan 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 for terminated derivative instruments.

Previous wording

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

Current wording

Other income 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.

Previous 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).

Current wording

Change in fair value of warrant liabilities was non-cash and consisted of fair value adjustments related to the outstanding public and private warrants issued in connection with the Transaction. The warrant liabilities were 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 impacted our net income (loss). No warrants remained outstanding during the three months ended March 31, 2026.

Previous wording

The following is a discussion of our consolidated results of operations for thethree and nine months ended September 30, 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”).

Current wording

The following is a discussion of our consolidated results of operations for thethree months ended March 31, 2026 and 2025. 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 $7.4 million, or 7%, to $105.9 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Private markets strategies fees increased $4.4 million, or 8%, primarily due to a $3.1 million increase in private market strategies specialized funds fees and a$1.1 million increase in private markets strategies customized separate accounts fees, both as a result of capital raising and deployment. Absolute return strategies fees increased$2.1 million, or 6%, primarily as a result of higher returns for certain absolute return strategies funds. Fund expense reimbursement revenue increased $0.9 million, or 27% to $4.4 million.

Current wording

Management fees increased $1.6 million, or 1%, to $110.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Absolute return strategies fees increased$3.9 million, or 10%, primarily due to higher returns for certain absolute return strategies funds. Fund expense reimbursement revenue increased $1.0 million, or 21% to $5.7 million. These increases were partially offset by a netdecrease of $3.3 million, or 5%, in private markets strategies fees primarily due to a $6.0 million decrease inprivate markets strategies specialized funds, as a result of lower catch-up management fees, and a$2.2 million increase in private markets strategies customized separate accounts fees, as a result of capital raising and deployment.

Previous wording

Incentive fees consisted of carried interest and performance fees. Carried interest increased $3.6 million, or 17%, to $24.1 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase is primarily due to higher tax carry realizations and distributions from investments during three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Performance fees decreased $1.4 million, or 51%, to $1.3 million, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to lower returns from absolute return strategies funds 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.

Current wording

Incentive fees consisted of carried interest and performance fees. Carried interest decreased $4.8 million, or 42%, to $6.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to lower carry realizations during the three months ended March 31, 2026. Performance fees increased $1.7 million to $5.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to higher fees earned from one fund with a March 31, 2026 fiscal yearend. Performance fees for the majority of our absolute return strategy funds are generally determined at the end of the calendar year and are generally minimal in interim periods.

Previous wording

Holdings Awards and GCMH Equityholders Awards are 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 net cash flows. Carried interest compensation increased$2.1 million, or 17%, primarily due to higher realized carried interest during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Equity-based compensation increased$2.1 million, or 53%, primarily due an increase in expense for equity classified RSUs during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Current wording

Employee compensation and benefits decreased $6.9 million, or 8%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The overall decrease was primarily driven by decreases in partnership interest-based compensation partially offset by an increase in equity-based compensation. Partnership interest-based compensation decreased $6.8 million, or 56%, primarily due to lower expense recorded for the GCMH Equityholders Awards during the three months ended March 31, 2026 and award modifications (as further described in Note 9 in the notes to the 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 increased$2.7 million, or 13%, primarily due to more equity-classified and liability-classified RSUs grants during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous wording

Interest expense of$17.1 million for the nine months ended September 30, 2025 was generally consistent with the interest expense of$18.0 million for the nine months ended September 30, 2024.

Current wording

General, administrative and other of $28.9 million for the three months ended March 31, 2026 was generally consistent with the three months ended March 31, 2025.

Previous wording

Investment income was $7.3 million for the three months ended September 30, 2025 compared to $2.7 million for thethree months ended September 30, 2024, primarily due to the change in value of private and public market investments.

Current wording

Investment income increased to $3.9 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025, primarily due to the change in value of private and public market investments.

Previous wording

Other income was$0.9 million for the three months ended September 30, 2025, compared to other income of $0.5 million for the three months ended September 30, 2024, and consisted primarily of interest income in each period.

Current wording

Other income was$1.3 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025 and consisted primarily of interest income in each period.

Previous wording

Our effective tax rate was 7% and 21% for the three months ended September 30, 2025 and 2024, respectively, and 8% and 55% for the nine months ended September 30, 2025 and 2024, respectively. Our overall effective tax rate was lower than the statutory rate for the three and nine months ended September 30, 2025 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 15% and 144% for the three months ended March 31, 2026 and 2025, respectively. Our overall effective tax rate was lower than the statutory rate primarily due to the portion of income allocated to the noncontrolling interest holders, including profits 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 (loss) attributable to noncontrolling interests in subsidiaries was $1.5 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively, and $2.7 million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively. The increase for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly owned by us.

Current wording

Net income attributable to noncontrolling interests in subsidiaries was $0.9 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively. The increase for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, 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 $33.1 million and $7.3 million for the three months ended September 30, 2025 and 2024, respectively, and $54.8 million and $(6.0) million for the nine months ended September 30, 2025 and 2024, respectively. The change in net income (loss) attributable to noncontrolling interests in GCMH for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, was primarily attributable to the underlying performance of GCMH as well as a decrease in partnership-interest based compensation for the three and nine months ended September 30, 2025, respectively, which was fully allocated to noncontrolling interest in GCMH.

Current wording

Net income (loss) attributable to noncontrolling interests in GCMH was $11.4 million and $(1.7) million for the three months ended March 31, 2026 and 2025, respectively. The change in net income (loss) attributable to noncontrolling interests in GCMH for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to the underlying performance of GCMH as well as a decrease in partnership-interest based compensation as described above, which was fully allocated to noncontrolling interests in GCMH.

Previous wording

Of the $9.2 billion CNYFPAUM as of September 30, 2025, approximately $2.2 billion is subject to an agreed upon fee ramp in schedule. The ramp in schedule will result in management fees being charged on approximately $0.1 billion, $0.8 billion and $1.3 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 $7.0 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 $9.8 billion CNYFPAUM as of March 31, 2026, approximately $2.1 billion is subject to an agreed upon fee ramp in schedule. The ramp in schedule will result in management fees being charged on approximately $0.4 billion, $0.6 billion and $1.1 billion of such amount in the remainder of 2026, in 2027, and in 2028 and beyond, respectively. Management fees will be charged on the remaining approximately $7.7 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

•Private markets strategies FPAUM increased $0.8 billion, or 2%, to $46.2 billion during the three months ended September 30, 2025, primarily due to $1.4 billion of contributions, partially offset by $0.4 billion of distributions.

Current wording

•Private markets strategies FPAUM increased $0.8 billion, or 2%, to $48.0 billion during the three months ended March 31, 2026, primarily due to $1.6 billion of contributions, partially offset by $0.7 billion of distributions.

Previous wording

CNYFPAUM increased$0.5 billion, or 5%, to $9.2 billion during the three months ended September 30, 2025 due to the closing of new commitments during the period, net of reductions for CNYFPAUM that became FPAUM during the period.

Current wording

CNYFPAUM decreased $0.6 billion, or 5%, to $9.8 billion during the three months ended March 31, 2026 primarily due to CNYFPAUM that became FPAUM during the period.

Previous wording

(1)Excludes fund expense reimbursement revenue, net of $4.2 million and $3.5 million, for the three months ended September 30, 2025 and 2024, respectively, and $12.0 million and $10.8 million for the nine months ended September 30, 2025 and 2024, respectively, and excludes net revenue of noncontrolling interests of $0.4 million and $0.6 million in a consolidated subsidiary for the three and nine months ended September 30, 2025, respectively. There was no net revenue of noncontrolling interests in a consolidated subsidiary for each of the three and nine months ended September 30, 2024.

Current wording

(1)Excludes fund expense reimbursement revenue, net of $5.4 million and $4.5 million, for the three months ended March 31, 2026 and 2025, respectively, and excludes net revenue of noncontrolling interests of $0.6 million and $0.1 million in a consolidated subsidiary for the three months ended March 31, 2026 and March 31, 2025, respectively.

Previous wording

(2)Excludes severance expense of $0.4 million and $0.3 million for thethree months ended September 30, 2025 and 2024, respectively, and $3.1 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Current wording

(2)Excludes severance expense of $0.9 million and $1.1 million for thethree months ended March 31, 2026 and 2025, respectively.

Previous wording

(5)Includes the impact of non-cash carried interest compensation and other of $(0.6) million and $(0.7) million for the three and nine months ended September 30, 2025, respectively, and $(1.5) million for each of thethree andnine months ended September 30, 2024, respectively.

Current wording

(5)Includes the impact of non-cash carried interest compensation of less than $(0.1) million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively.

Previous 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.

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 are due cash, such as a from dividends or distributions.

Previous 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 and nine months ended September 30, 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.

Current wording

(7)Represents corporate income taxes at a blended statutory rate of 24.3% and 25.0% applied to Adjusted Pre-Tax Income for the three months ended March 31, 2026 and 2025, respectively. The 24.3% and 25.0% 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% and 4.0%, 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, 2025 and 2024:

Current wording

The following table shows reconciliations of incentive fees to Net Incentive Fees Attributable to GCM Grosvenor for thethree months ended March 31, 2026 and 2025:

Previous 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 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.

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 contemplated 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

We are a holding company with no material assets other than its indirect ownership of equity interests in GCMH and certain deferred tax assets. The GCMH Equityholders may from time to time cause GCMH to redeem any or all of their GCMH common units in exchange, at our election, for either cash (based on the market price for a share of the Class A common stock) or shares of Class A common stock. As such, net income (loss) attributable to noncontrolling interests in GCMH is added back in order to reflect the full economics of the underlying business as if GCMH Equityholders converted their interests to shares of Class A common stock. Other noncontrolling interests do not have the ability to convert those interests into our equity interests, and as such, income (loss) attributable to these noncontrolling interests are not adjusted for in our non-GAAP financial measures.

Current wording

We are a holding company with no material assets other than our indirect ownership of equity interests in GCMH and certain deferred tax assets. The GCMH Equityholders may from time to time cause GCMH to redeem any or all of their GCMH common units in exchange, at our election, for either cash (based on the market price for a share of the Class A common stock) or shares of Class A common stock. As such, net income (loss) attributable to noncontrolling interests in GCMH is added back in order to reflect the full economics of the underlying business as if GCMH Equityholders converted their interests to shares of Class A common stock. Other noncontrolling interests do not have the ability to convert those interests into our equity interests, and as such, income (loss) attributable to these noncontrolling interests are not adjusted for in our non-GAAP financial measures.

Previous wording

We believe Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EBITDA are useful to investors because they provide additional insight into the operating profitability of our core business across reporting periods. These measures (1) present a view of the economics of the underlying business as if GCMH Equityholders converted their interests to shares of Class A common stock and (2) adjust for certain non-cash and other activity in order to provide more comparable results of the core business across reporting periods. These measures are used by management in budgeting, forecasting and evaluating operating results.

Current wording

present a view of the economics of the underlying business as if GCMH Equityholders converted their interests to shares of Class A common stock and (2) adjust for certain non-cash and other activity in order to provide more comparable results of the core business across reporting periods. These measures are used by management in budgeting, forecasting and evaluating operating results.

Previous wording

The following table shows reconciliations of net income attributable to GCM Grosvenor Inc. and Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EBITDA for thethree and nine months ended September 30, 2025 and 2024:

Current wording

The following table shows reconciliations of net income attributable to GCM Grosvenor Inc. and Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EBITDA for thethree months ended March 31, 2026 and 2025:

Previous wording

(1)Represents 2025 expenses related to completed and contemplated corporate transactions, and 2024 expenses incurred related to a debt amendment and extension.

Current wording

(1)Represents 2026 and 2025 expenses related to completed and contemplated corporate transactions.

Previous wording

(3)Represents corporate income taxes at a blended statutory rate of 25.0% and 24.7%applied to Adjusted Pre-Tax Income for the three and nine months ended September 30, 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.

Current wording

(2)Represents corporate income taxes at a blended statutory rate of 24.3% and 25.0%applied to Adjusted Pre-Tax Income for the three months ended March 31, 2026 and 2025, respectively. The 24.3% and 25.0% 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% and 4.0%, respectively.

Previous wording

Adjusted Net Income Per Share is a non-GAAP measure that is calculated by dividing Adjusted Net Income by adjusted shares outstanding. Adjusted shares outstanding assumes the hypothetical full exchange of limited partnership interests in GCMH into Class A common stock of GCM Grosvenor Inc., the dilution from outstanding warrants for Class A common stock of GCM Grosvenor Inc. and the dilution from outstanding equity-based compensation. We believe adjusted net income per share is useful to investors because it enables them to better evaluate per-share performance across reporting periods.

Current wording

Adjusted Net Income Per Share is a non-GAAP measure that is calculated by dividing Adjusted Net Income by adjusted shares outstanding. Adjusted shares outstanding assumes the hypothetical full exchange of limited partnership interests in GCMH into Class A common stock of GCM Grosvenor Inc. and the dilution from outstanding equity-based compensation. We believe adjusted net income per share is useful to investors because it enables them to better evaluate per-share performance across reporting periods.