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AlTi Global, Inc.

AlTi Global, Inc.ALTIEarnings & Financial Report

Nasdaq · Financials · Investment Advice

Cristal Global is the world's second-largest producer of titanium dioxide and a leading producer of titanium chemicals. It was formed when The National Titanium Dioxide Company Ltd. combined with Millennium Chemicals. The headquarters are in Jeddah, Saudi Arabia. It is a significant shareholder in Bemax, the world’s 5th largest TiO2 feedstock producer.

What changed in AlTi Global, Inc.'s 10-K — 2024 vs 2025

Top changes in AlTi Global, Inc.'s 2025 10-K

404 paragraphs added · 410 removed · 291 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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We believe that these investments will enable AlTi to establish long-term partnerships with experienced and well-respected players in the global financial services sector, accelerating our strategy to become the leading, 18 global, independent multi-family office platform for the UHNW segment, with an intentional and targeted expertise in alternatives, and will advance the scale and reach of AlTi’s expansion strategy, accelerating top-line growth in existing and new markets across the U.S., Europe, and Asia.
We believe that these investments will enable AlTi to establish long-term partnerships with experienced and well-respected players in the global financial services sector, accelerating our strategy to become the leading, global, independent multi-family office platform for the UHNW segment, with an intentional and targeted expertise in alternatives, and will advance the scale and reach of AlTi’s expansion strategy, accelerating top-line growth in existing and new markets across the U.S., Europe, and Asia.
The firm sought to attract and serve a base of individuals and families with $25 million or more of investable assets, where it believed it was particularly well-positioned to offer comprehensive investment and family office service solutions. In 2016, TWMH acquired Presidio Capital Advisors, a wealth manager with approximately $4.1 billion of AUM.
The firm sought to attract and serve a base of individuals and families with $25 million or more of investable assets, where it believed it was particularly well-positioned to offer comprehensive investment and family office service solutions. In 2016, 14 TWMH acquired Presidio Capital Advisors, a wealth manager with approximately $4.1 billion of AUM.
With an operating history of over 130 years and more than 160,000 employees in 70 countries, Allianz Group serves more than 120,000 clients. Through PIMCO and AGI, Allianz Group has nearly 1.7 trillion euros in third-party AUM. Constellation is an investment advisory firm that specializes in making investments in industry-leading wealth managers.
With an operating history of over 130 15 years and more than 160,000 employees in 70 countries, Allianz Group serves more than 120,000 clients. Through PIMCO and AGI, Allianz Group has nearly 1.7 trillion euros in third-party AUM. Constellation is an investment advisory firm that specializes in making investments in industry-leading wealth managers.
This is an important differentiator as we are well-positioned as a global and independent advisor given most multi-family offices have a regional 19 focus, and the private banks who have a global presence are not able to offer independent advice. Our global distribution platform in our alternatives business also enables us to reach clients across three continents.
This is an important differentiator as we are well-positioned as a global and independent advisor given most multi-family offices have a regional focus, and the private banks who have a global presence are not able to offer independent advice. Our global distribution platform in our alternatives business also enables us to reach clients across three continents.
TIG Entities 17 The TIG Entities were founded by seasoned entrepreneurs and over their history they have advised more than 30 financial businesses on their growth strategy. Since inception in 1980, they have supported and helped money managers build their fund businesses, using a centralized platform of services proven to allow portfolio managers to focus exclusively on portfolio management.
TIG Entities The TIG Entities were founded by seasoned entrepreneurs and over their history they have advised more than 30 financial businesses on their growth strategy. Since inception in 1980, they have supported and helped money managers build their fund businesses, using a centralized platform of services proven to allow portfolio managers to focus exclusively on portfolio management.
Their experience with mortgages dates back to the 1950s when the firm operated as a real estate law firm and entered the mortgage lending business in the 1960s. The manager converted its individual mortgage syndication 12 business to a commingled fund in early 2006. The strategy’s diversified portfolio primarily consists of first lien mortgages with little to no structural leverage.
Their experience with mortgages dates back to the 1950s when the firm operated as a real estate law firm and entered the mortgage lending business in the 1960s. The manager converted its individual mortgage syndication business to a commingled fund in early 2006. The strategy’s diversified portfolio primarily consists of first lien mortgages with little to no structural leverage.
Our compliance policies and procedures address a variety of regulatory and compliance risks such as the handling of material non-public information, personal securities trading, document retention, potential conflicts of interest, and the allocation of investment opportunities. We also engage with outside counsel as needed to ensure compliance with applicable laws and regulations.
Our compliance policies and procedures address a variety of regulatory and compliance risks such as the handling of material non-public information, personal securities trading, document retention, potential conflicts of interest, 19 and the allocation of investment opportunities. We also engage with outside counsel as needed to ensure compliance with applicable laws and regulations.
In building portfolios, we also consider the need to access funds for unexpected expenses, thereby seeking to avoid forced selling of assets at inopportune times, and for clients in certain jurisdictions, such as the U.S., we are focused on understanding tax considerations and optimizing for after tax returns.
In building portfolios, we also consider the need to access funds for unexpected expenses, 10 thereby seeking to avoid forced selling of assets at inopportune times, and for clients in certain jurisdictions, such as the U.S., we are focused on understanding tax considerations and optimizing for after tax returns.
Internationally we compete with certain local multi-family offices focused on specific regions or countries, as well as with consultants, such as: We Family Offices, Cambridge Associates and ARC. However, internationally our primary competitors currently are the banks such as UBS, Goldman Sachs, Pictet, and JPMorgan .
Internationally we compete with certain local multi-family offices focused on specific regions or countries, as well as with consultants, such as: We Family Offices, Cambridge Associates and ARC. However, internationally our primary competitors currently are banks such as UBS, Goldman Sachs, Pictet, and JPMorgan .
Our firm is subject to many additional requirements that cover, among other things, disclosure of information about our business to clients; maintenance of written policies and procedures; maintenance of extensive books and records; restrictions on the types of fees we may charge, including incentive fees or carried interest; solicitation arrangements; maintenance of an effective compliance program; custody of client assets; client privacy; advertising; and proxy voting.
Our firm is subject to many additional requirements that cover, among other things, disclosure of information about our business to clients; maintenance of written policies and procedures; maintenance of extensive books and records; restrictions on the types of fees we may charge, including incentive fees or carried interest; solicitation arrangements; maintenance of an effective compliance program; custody of client assets; client privacy; advertising; political contributions; and proxy voting.
As of December 31, 2024, these services are primarily provided from Delaware, which is one of the most well-developed trust legal regimes in the United States. Our trust services include creating or modifying trust instruments and acting as fiduciary in a full, directed or executor capacity.
As of December 31, 2025, these services are primarily provided from Delaware, which is one of the most well-developed trust legal regimes in the United States. Our trust services include creating or modifying trust instruments and acting as fiduciary in a full, directed or executor capacity.
In the wealth management business we have a long-tenured, multi-generational client base with a retention rate of 96% since 2020. Our predictable revenue base results in a stable earnings model with attractive growth vectors. Global footprint.
In the wealth management business we have a long-tenured, multi-generational client base with a retention rate of 96% since 2021. Our predictable revenue base results in a stable earnings model with attractive growth vectors. Global footprint.
We are also planning to offer impact strategies in our alternatives business as they have significant appeal to UHNW clients, foundations, and institutional investors. 20 Strong M&A track record We have the mergers and acquisition experience to complement our established track record of organic growth, having made a number of acquisitions or joint venture investments to date.
We are also planning to offer impact strategies in our alternatives business as they have significant appeal to UHNW clients, foundations, and institutional investors. 17 Strong M&A track record We have mergers and acquisition experience to complement our established track record of organic growth, having made a number of acquisitions or joint venture investments to date.
We have offices located in 19 leading financial centers, in 8 countries across the U.S., Europe and Asia, which enables us to service our clients across multiple jurisdictions.
We have offices located in 19 leading financial centers, in 9 countries across the U.S., Europe and Asia, which enables us to service our clients across multiple jurisdictions.
As the global markets continue to evolve, we see manifold possibilities for accretive expansion.
As global markets continue to evolve, we see manifold possibilities for accretive expansion.
Wealth & Capital Solutions Overview Results generated by our Wealth & Capital Solutions segment primarily consist of wealth and investment management and advisory services, trust services, family office services, and the management fees, incentive fees, and distributions from investments received from our interests in internal and external managers of alternative investment strategies (or “Alternatives Platform”).
Overview Results generated by our operating segment primarily consist of wealth and investment management and advisory services, trust services, family office services, and the management fees, incentive fees, and distributions from investments received from our interests in internal and external managers of alternative investment strategies (or “Alternatives Platform”).
As we expand our operations in the United States, Europe, Asia and other jurisdictions, we will become subject to various legislative frameworks in those jurisdictions. 24
As we expand our operations in the United States, Europe, Asia and other jurisdictions, we will become subject to various legislative frameworks in those jurisdictions. 21
In total, TIG launched 24 separate fund strategies. In 1993, TIG launched the current version of the TIG Arbitrage strategy, which has grown from $6 million of AUM in 1993 to $1.7 billion of AUM as of December 31, 2024. In 2018, TIG launched a new business initiative focused on making growth equity investments in alternative managers.
In total, TIG launched 24 separate fund strategies. In 1993, TIG launched the current version of the TIG Arbitrage strategy, which has grown from $6 million of AUM in 1993 to $1.8 billion of AUM as of December 31, 2025. In 2018, TIG launched a new business initiative focused on making growth equity investments in alternative managers.
We believe there is a clear generational wealth transfer taking place as baby boomers transfer significant wealth to their heirs, foundations, charities, and endowments, and AlTi’s holistic service offering positions us to participate in this opportunity, which is estimated to be more than $80 trillion by 2045 (Cerulli Associates).
We believe there is a clear generational wealth transfer taking place as baby boomers transfer significant wealth to their heirs, foundations, charities, and endowments, and AlTi’s holistic service offering positions us to participate in this opportunity, which is estimated to be more than $124 trillion by 2048 (Cerulli Associates).
In addition, the global demand for alternatives has been growing strongly in recent years and is expected to reach $30 trillion in 2030, a CAGR of 10% since 2017 (Preqin). Recurring and diversified revenues. For the year ended December 31, 2024, 96% of our revenue is generated from stable management or advisory fees.
In addition, the global demand for alternatives has been growing strongly in recent years and is expected to reach $30 trillion in 2030, a CAGR of 10% since 2017 (Preqin). 16 Recurring and diversified revenues. For the year ended December 31, 2025, 82% of our revenue is generated from stable management or advisory fees.
The strategy is market agnostic and runs with a variable net exposure, equally comfortable net long or net short. Arkkan—Asian Credit and Special Situations (External Strategic Manager) This manager has operated an Asia credit and special situations strategy based in Hong Kong since 2013. The strategy has approximately $1.3 billion of AUA as of December 31, 2024.
The strategy is market agnostic and runs with a variable net exposure, equally comfortable net long or net short. Arkkan—Asian Credit and Special Situations Strategy This manager has operated an Asia credit and special situations strategy based in Hong Kong since 2013. The strategy has approximately $1.1 billion of AUA as of December 31, 2025.
As part of the investment, two Allianz representatives joined AlTi’s board as independent directors, and one representative of Constellation is an AlTi board observer. Our Presence to Date Our business is global, with approximately 430 professionals operating in 19 cities in 8 countries across three continents as of December 31, 2024. Our Competitive Strengths Large and growing addressable market.
As part of the investment, two Allianz representatives joined AlTi’s Board as independent directors, and one representative of Constellation is an AlTi board observer. Our Presence to Date Our business is global, with approximately 490 professionals operating in 19 cities in 9 countries across three continents as of December 31, 2025. Our Competitive Strengths Large and growing addressable market.
Constellation’s investment, $150 million in convertible preferred stock, closed in the first half of 2024, and Allianz’s investment of $250 million through a combination of Class A Common Stock and convertible preferred stock, closed in July 2024. Allianz Group is a leading global insurer and asset manager.
Constellation’s investment, $150 million in convertible preferred stock, closed in the first half of 2024, and Allianz’s investment of $250 million through a combination of Class A Common Stock and convertible preferred stock, closed in July 2024, and an additional $19 million closed in May 2025. Allianz Group is a leading global insurer and asset manager.
Competition Wealth & Capital Solutions The wealth management industry is highly fragmented (according to the Investment Advisor Association, in 2022 there were 15,114 registered investment advisors in the United States alone), leading to intense competition on both the regional and local levels.
Competition The wealth management industry is highly fragmented (according to the Investment Advisor Association, in 2024 there were 15,870 registered investment advisors in the United States alone), leading to intense competition on both the regional and local levels.
United States East End Advisors Envoi Threshold Group • Acquired New York based independent advisory firm with ~$6 billion AUM in 2024 • Enhanced outsourced OCIO capabilities • Acquired Minneapolis -based UHNW wealth manager with ~$3 billion AUM in 2024 • Expands operations to the Midwest region, fortifying AlTi’s domestic footprint • Acquired Seattle-based ~$3.4 billion AUM wealth manager in 2017 • Grew scale and West Coast presence in wealth management • Expanded impact investing International Albacore Wealth Management AL Wealth Pointwise • Acquired 30% stake in Lugano-based ~$943 million AUM wealth manager in 2019 and remaining stake in 2023 • Expanded Swiss and Italian presence and client-base • Acquired Singapore -based ~$1 billion AUM wealth manager in 2023 • Expanded Asian presence and entered a key investment & philanthropic hub for global and regional families • Acquired 50% stake in London-based wealth manager in 2020 and remaining stake in 2024 when AUM was ~$670 million • Deepened operations in the United Kingdom Applying our core principles globally, we aim to build on the success of our business, through: • Organic Growth: We attract clients and grow our AUM by providing exceptional client service and executing our clients’ investment objectives, partnering with our clients to deliver solutions, and accessing impact investing and other innovative investment opportunities on our clients’ behalf. • Selective Accretive Acquisitions: We thoughtfully evaluate global acquisition opportunities that enhance and deepen the services that we can offer our clients and investors.
United States East End Advisors Envoi Threshold Group • Acquired New York based independent advisory firm with ~$6 billion AUM in 2024 • Enhanced outsourced OCIO capabilities • Acquired Minneapolis -based UHNW wealth manager with ~$3 billion AUM in 2024 • Expands operations to the Midwest region, fortifying AlTi’s domestic footprint • Acquired Seattle-based ~$3.4 billion AUM wealth manager in 2017 • Grew scale and West Coast presence in wealth management • Expanded impact investing International Albacore Wealth Management AL Wealth Kontora • Acquired 30% stake in Lugano-based ~$943 million AUM wealth manager in 2019 and remaining stake in 2023 • Expanded Swiss and Italian presence and client-base • Acquired Singapore -based ~$1 billion AUM wealth manager in 2023 • Expanded Asian presence and entered a key investment & philanthropic hub for global and regional families • Acquired Hamburg-based multi-family office and asset management company with ~$15 billion AUA in 2025 • Entry into key wealth hub of Germany, the third largest UHNW market in the world Applying our core principles globally, we aim to build on the success of our business, through: • Organic Growth: We attract clients and grow our AUM by providing exceptional client service and executing our clients’ investment objectives, partnering with our clients to deliver solutions, and accessing Impact Investing and other innovative investment opportunities on our clients’ behalf. • Selective Accretive Acquisitions: We thoughtfully evaluate global acquisition opportunities that enhance and deepen the services that we can offer our clients and investors.
Our economic interests in the External Strategic Managers are as follows: • Real Estate Bridge Lending Strategy—21% profit share; • European Equities—25% revenue share; and • Asian Credit and Special Situations—12% revenue share The External Strategic Managers distributions from investments are all driven by a management fee component while the distributions from European equities and Asian credit and special situations also have an incentive fee 15 component depending on performance.
Our economic interests in the External Strategic Managers are as follows: • Romspen—21% profit share; • Zebedee—25% revenue share; and • Arkkan—12% revenue share The External Strategic Managers distributions from investments are all driven by a management fee component while the distributions from European equities and Asian credit and special situations also have an incentive fee component depending on performance.
The wealth management client base includes ultra high-net-worth individuals, families, single-family offices, foundations, and endowments globally, while Alternatives Platform clients are typically institutional. Investment management or advisory fees, incentive fees, and distributions from investments are the primary sources of revenue in our Wealth & Capital Solutions segment.
The wealth management client base includes UHNW individuals, families, single-family offices, foundations, and endowments globally, while Alternatives Platform clients are typically institutional. Investment management or advisory fees, incentive fees, and distributions from investments are the primary sources of revenue in our operating segment.
As of December 31, 2024, assets invested in impact strategies accounted for $4.9 billion of our AUM, and are a key area of growth within our wealth management platform.
As of December 31, 2025, assets invested in impact strategies accounted for $5.0 billion of our AUM, and are a key area of growth within our wealth management platform.
Zebedee—European Equities (External Strategic Manager) This manager focused on European equities is based in London. The strategy has approximately $1.8 billion of AUA as of December 31, 2024. Founded in 2001, the manager trades the portfolio actively with absolute return-oriented focus on financials, cyclicals, and mining and minerals.
Zebedee—European Equities Strategy This manager is based in London and focuses on European equities. The strategy has approximately $2.5 billion of AUA as of December 31, 2025. Founded in 2001, the manager trades the portfolio actively with absolute return-oriented focus on financials, cyclicals, and mining and minerals.
Below are three examples of such accretive transactions.
Below are six examples of such accretive transactions.
Our team uses proprietary methodologies to monitor valuations in each major asset class across dozens of geographies and sectors, and to position portfolios where we believe they will have the best return. As of December 31, 2024, the average allocation of client portfolios to alternatives was approximately 27%.
Our team uses proprietary methodologies to monitor valuations in each major asset class across dozens of geographies and sectors, and to position portfolios where we believe they will have the best return.
We intend to launch further vintages of such private market vehicles over time to enable our investment management and advisory clients to include an allocation to these alternative funds in their portfolios on a running basis. These private strategies are expected to include traditional as well as innovative and impact investing offerings.
We intend to continue launching additional vintages of these private market vehicles over time, allowing investment management and advisory clients to include an allocation to these alternative funds on a recurring basis. These private strategies are expected to include traditional as well as innovative and Impact Investing offerings.
Under the Advisers Act, our investment advisory agreements may not be assigned without the client’s consent. “Assignment” is broadly defined and includes direct assignments as well as assignments that may be deemed to occur upon the transfer, directly or indirectly, of a controlling interest in us.
“Assignment” is broadly defined and includes direct assignments as well as assignments that may be deemed to occur upon the transfer, directly or indirectly, of a controlling interest in us.
Our family office services cover: • bookkeeping and back office services; • private foundation management and grant making; • oversight of trust administration; • financial tracking and reporting; • cash flow management & bill pay; and • other financial services. We also offer clients estate and wealth planning, family governance and education, and philanthropic and strategic services.
Our family office services cover: • bookkeeping and back office services; • private foundation management and grant making; • oversight of trust administration; • financial tracking and reporting; • cash flow management & bill pay; and • other financial services.
Management fees are generally calculated based on a percentage of the value of billable AUM or AUA (as applicable), while incentive fees are driven by the underlying performance of managed portfolios. As 10 of December 31, 2024 and December 31, 2023, this segment had $67.3 billion and $58.7 billion, respectively, in AUA.
Management fees are generally calculated based on a percentage of the value of billable AUM or AUA (as applicable), while incentive fees are driven by the underlying performance of managed portfolios. As of December 31, 2025, the Company had $93.1 billion in AUA.
Externally Managed Funds Romspen—Real Estate Bridge Lending Strategy This manager is based in Toronto and focuses on complex construction, term, and pre-development bridge loans throughout North America. The strategy has approximately $2.0 billion of AUA as of December 31, 2024.
Our research and investment process is focused on hard catalyst events and is not dependent on deal flow. Externally-Managed Funds Romspen—Real Estate Bridge Lending Strategy This manager is based in Toronto and focuses on complex construction, term, and pre-development bridge loans throughout North America. The strategy has approximately $1.9 billion of AUA as of December 31, 2025.
To the extent that any of these laws and regulations to which we are subject in the operation of our business or the enforcement of the same become more stringent, or if new laws or regulations are enacted, our financial performance or plans for growth may be adversely impacted. 23 United States SEC Regulations We provide investment advisory services through certain entities within our structure that are registered as investment advisers with the SEC pursuant to the Advisers Act.
To the extent that any of these laws and regulations to which we are subject in the operation of our business or the enforcement of the same become more stringent, or if new laws or regulations are enacted, our financial performance or plans for growth may be adversely impacted.
Incentive Fees TIG Arbitrage is entitled to receive incentive fees from the assets it manages if certain performance returns have been achieved. These incentive fees range from 15% to 20% of net profits. In compliance with ASC 606, we recognize these fees only when it is probable that a significant revenue reversal will not occur.
These incentive fees range from 15% to 20% of net profits. In compliance with ASC 606, we recognize these fees only when it is probable that a significant revenue reversal will not occur. Our incentive fees are not subject to clawback provisions.
It also includes carried interest payments we earn on co-investment. These fees, being performance related, are variable in nature and more susceptible to impact from exogenous factors.
Incentive Fees Incentive or performance fees comprise primarily of annual performance or incentive fees which may be earned by providing investment management and advisory as well as fund management activities. It also includes carried interest payments we earn on co-investment. These fees, being performance related, are variable in nature and more susceptible to impact from exogenous factors.
Future legislation, regulation or guidance may have an adverse effect on the fund industry generally and/or us specifically. Financial services regulation, including regulations applicable to our business, has increased significantly in recent years, and may in the future be subject to further enhanced governmental scrutiny and/or increased regulation, including resulting from changes in U.S. executive administration or Congressional leadership.
Financial services regulation, including regulations applicable to our business, has increased significantly in recent years, and may in the future be subject to further enhanced governmental scrutiny and/or increased regulation, including resulting from changes in U.S. executive administration or Congressional leadership. 20 Under the Advisers Act, our investment advisory agreements may not be assigned without the client’s consent.
Ancillary Fund Management Services We offer both our manager and the External Strategic Managers in which we have made strategic investments solutions to enhance their growth.
Ancillary Fund Management Services We offer both our manager and the External Strategic Managers in which we have made strategic investments in sales and marketing solutions including centralized marketing, investor relations, materials oversight and branding to enhance their growth. In 2024, our services also included back and middle office solutions for the funds.
Our incentive fees are not subject to clawback provisions. Wealth management clients in certain jurisdictions may also pay performance or incentive fees if their portfolio achieves returns in excess of an agreed benchmark or hurdle rate. Typically, such fees are paid annually upon crystallization and are not accrued prior to being earned.
Wealth management clients in certain jurisdictions may also pay performance or incentive fees if their portfolio achieves returns in excess of an agreed benchmark or hurdle rate.
Such regulation relates to, among other things, antitrust laws, anti-money laundering laws, anti-bribery laws relating to foreign officials, tax laws, and privacy laws with respect to client and other information, and some of our funds invest in businesses that operate in highly regulated industries. 22 Each of the regulatory bodies with jurisdiction over us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities.
Such regulation relates to, among other things, antitrust laws, anti-money laundering laws, anti-bribery laws relating to foreign officials, tax laws, and privacy laws with respect to client and other information, and some of our funds invest in businesses that operate in highly regulated industries.
In addition to competition on the local level, we face intense competition in the markets in which we operate from national and international wealth managers, ranging from large independent wealth managers, wealth managers that sit within larger financial institutions, to private equity-backed wealth management platforms, which have been relatively recently built through serial acquisitions, driving near-term scale, enhanced scope of investment capabilities, and exposure to new markets.
The industry’s fragmentation is driven by a few key factors, including: • Low barriers to entry: launching a wealth management firm entails relatively low start-up costs with little upfront capital; and • Local focus: wealth management firms are typically locally focused, and expansion beyond a registered investment advisor’s local market can require significant costs and senior management resources. 18 In addition to competition on the local level, we face intense competition in the markets in which we operate from national and international wealth managers, ranging from large independent wealth managers, wealth managers that sit within larger financial institutions, to private equity-backed wealth management platforms, which have been relatively recently built through serial acquisitions, driving near-term scale, enhanced scope of investment capabilities, and exposure to new markets.
The recurring nature of these fees is underpinned by the client retention rate of wealth management services which means that these fees are also relatively stable. • Incentive or performance fees are comprised primarily of annual performance or incentive fees which may be earned by providing investment management and advisory as well as fund management activities.
The recurring nature of these fees is underpinned by the client retention rate of wealth management services which means that these fees are also relatively stable.
Our management team has expertise across investment management, alternative asset management, real estate, financial planning, and trusts and estates as well as impact investing. Members of our senior management team have an average of over 20 years of experience and a strong track record in building successful businesses from the ground up and generating superior returns across market cycles.
Members of our senior management team have an average of over 20 years of experience and a strong track record in building successful businesses from the ground up and generating superior returns across market cycles. OUR HISTORY AND PRESENCE TO DATE Our History AlTi was formed as a combination of TWMH, the TIG Entities , and Alvarium.
The vehicles, by way of example, invest in either a single underlying private equity fund or a portfolio of private equity or other alternative assets funds, in each case, which are managed by access constrained managers we believe, based upon our thorough manager selection processes, will deliver strong risk adjusted performance, in line with their strategy, for our clients.
These vehicles may invest in either a single underlying private equity fund or a portfolio of private equity or other alternative assets funds, each managed by access constrained managers that we select thorough a disciplined manager selection process intended to identify those we believe can deliver strong risk- adjusted performance.
Our business is organized into two operating segments - Wealth & Capital Solutions and International Real Estate: • in our Wealth & Capital Solutions segment, we provide holistic solutions for our wealth management and Outsourced Chief Investment Officer (“OCIO”) clients through a comprehensive array of wealth management services, including discretionary investment management services, non-discretionary investment advisory services, trust services, administration services, and family office services.
We provide holistic solutions for our wealth management and Outsourced Chief Investment Officer (“OCIO”) clients through an array of services, including discretionary investment management services, non-discretionary investment advisory services, estate and wealth planning, trust and fiduciary, governance and education, philanthropy and purposeful giving, and family office services.
These fees are recurring in nature (usually being annual or quarterly fees) and are earned from investment management, investment advisory, trusts, and family office services.
Management Fees Management, advisory, trustee, and administration fees are the Company’s primary source of revenue, and are historically more predictable across market conditions than our other revenue sources. These fees are recurring in nature (usually being annual or quarterly fees) and are earned from investment management, investment advisory, trusts, and family office services.
Our values are built on mutual respect, constructive dissent, operating at the highest standard, and acting in the best interest of our stakeholders.
This includes workforce and management development, corporate culture and leadership quality, and morale and development, which are vital to the success of our innovation-driven growth strategy. Our values are built on mutual respect, constructive dissent, operating at the highest standard, and acting in the best interest of our stakeholders.
The strategies of these External Strategic Managers include real estate bridge lending, European long short equities, and Asian credit and special situations. The External Strategic Managers each focus on capital preservation and uncorrelated returns by managing alpha driven investment strategies that align with the needs of a diverse global investor base.
The External Strategic Managers each focus on capital preservation and uncorrelated returns by managing alpha driven investment strategies that align with the needs of a diverse global investor base. Internally Managed Funds Event-Driven Global Merger Arbitrage The TIG Arbitrage strategy is our event-driven strategy based in New York.
The investment team employs deep research on each situation in the portfolio with a focus on complex, hostile, up-for-sale situations where our primary research work can drive uncorrelated alpha. Our research and investment process is focused on hard catalyst events and is not dependent on deal flow.
This strategy, which has approximately $1.8 billion of AUM as of December 31, 2025, focuses on 0-to-30-day events within the merger process. The investment team employs deep research on each situation in the portfolio with a focus on complex, hostile, up-for-sale situations where our primary research work can drive uncorrelated alpha.
We then interpret and analyze how portfolio performance aligns with clients’ financial, non-financial and, where relevant, impact goals and values. 11 Trust Services The trust services that we provide within our U.S. wealth service offering aim to ensure our clients’ wealth is preserved, protected, and distributed as intended.
We are also able to report on impact performance for those clients interested in tracking impact specific metrics, in addition to their financial performance. Trust Services The trust services that we provide within our U.S. wealth service offering aim to ensure our clients’ wealth is preserved, protected, and distributed as intended.
Depending on the fund, the incentive fee component can range from 15% to 35% of the net profit/income, in excess of a 10% return hurdle. International Real Estate Income Real Estate Fund Advisory Fees We earn management fees in our International Real Estate segment through private real estate fund advisory and recurring fees.
Depending on the fund, the incentive fee component can range from 15% to 35% of the net profit/income, in excess of a 10% return hurdle. Other income/fees Other income or fees primarily include transaction fees, which are generally non-recurring in nature, are typically commission based, and are received upon the successful completion of a transaction.
With regard to the unique opportunities that we offer access to, we have established a platform through which we are able to provide clients of our wealth management services access to investments in strategies and asset classes to which they would otherwise likely not be able to gain exposure (for example, because of very high minimum investment thresholds in the underlying funds).
We also provide our wealth management clients with access to alternative investment opportunities, including investments in strategies and asset classes to which they would otherwise likely not be able to gain exposure. Separately, we have one internally managed fund and stakes in three Externally-Managed Funds in our alternatives platform, with a largely institutional client base.
The management fee component of the distributions is recurring in nature, while the incentive portion, which is performance based, is more susceptible to impact from exogenous factors. 14 • Other income or fees included transaction fees from businesses we have exited such as strategic advisory, corporate advisory, brokerage, and placement agency services.
These distributions are generated through our equity interest in the external manager’s management fees and incentive fees. The management fee component of the distributions is recurring in nature, while the incentive portion, which is performance based, is more susceptible to impact from exogenous factors.
As a result, performance and incentive fees provide potential upside to our revenues in the future and, in our view, can be highly accretive to our profitability. • Distributions from investments are generated from the equity interests we have in three external managers. Distributions from each external manager are recorded upon receipt of the distribution.
Typically, such fees are paid annually upon crystallization and are not accrued prior to being earned. 13 Distributions from Investments Distributions from investments are generated from the equity interests we have in the three external managers. Distributions from each external manager are recorded upon receipt of the distribution.
More specifically, • we do not receive undisclosed forms of compensation; and • and our investment decisions and recommendations are made with each client’s individual best interests in mind. We provide clients with performance reports, detailing the clients’ portfolio performance and comparing such performance to relevant benchmarks or indices.
We utilize an open architecture approach, designed to identify appropriate investment solutions in the marketplace that align with our client’s objectives. We do not receive undisclosed forms of compensation and our investment decisions and recommendations are made solely with the best interests of each client in mind.
If requested by a client, the reporting can include information encompassing assets that are not in the portfolio managed by AlTi to give a total consolidated view. In addition to financial performance, we are also able to discuss a client’s impact performance for those interested in tracking impact specific metrics, in addition to their financial goals.
We provide clients with performance reports, detailing the clients’ portfolio performance and comparing such performance to relevant benchmarks or indices. The reporting can also include information encompassing assets that are not in the portfolio managed by AlTi to provide clients a consolidated view of all their assets.
We operate a number of such vehicles focused on vintage private equity, credit, real estate, active global managers and hedge fund strategies.
For example, through our private markets partnership with Allianz, clients are able to participate in strategies that might not otherwise be available to them. We operate several vehicles focused on vintage private equity, credit, real estate, active global managers and hedge fund strategies.
We consider our relationship with employees to be vital and are focused on effective attraction, development, retention, compensation and benefits for all employees. This includes workforce and management development, corporate culture and leadership quality, and morale and development, which are vital to the success of our innovation-driven growth strategy.
We also strive to foster a supportive environment that cultivates professional growth and development and encourages team members to continuously develop their skills. We consider our relationship with employees to be vital and are focused on effective attraction, development, retention, compensation and benefits for all employees.
In 2024, our services also included back and middle office solutions for the funds. These services were spun out on November 15, 2024 under the name Altaira Strategic Partners, which continues to provide services to the TIG Arbitrage strategy, in addition to other funds.
These services were spun out on November 15, 2024, under the name Altaira Strategic Partners which continues to provide services to the TIG Arbitrage strategy, in addition to other funds. 12 OUR REVENUE STREAMS The Company generates a diverse array of revenue streams that fall broadly into four categories: (i) recurring management, advisory, trustee, or administration fees (“management fees”); (ii) performance or incentive fees; (iii) distributions from investments and (iv) other income or fees.
It is managed by our subsidiary TIG Advisors, LLC, an SEC-registered investment advisor. In addition, we have made strategic investments with External Strategic Managers, who manage approximately $5.1 billion of AUM in the aggregate as of December 31, 2024.
In addition, we have made strategic investments with External Strategic Managers, who manage approximately $5.5 billion of AUM in the aggregate as of December 31, 2025. The strategies of these External Strategic Managers include real estate bridge lending, European long-/ short equities, and Asian credit and special situations.
Consistent with management’s overall view of the core business, and following a strategic review conducted in the third quarter of 2024, it was determined that the businesses reflected in the International Real Estate segment are not additive to our long-term strategy.
The Company previously conducted a strategic review of the International Real Estate Businesses (as defined below) and, based on the conclusion that they were not a core part of its long-term strategy, re-organized its reportable segments in the third quarter of 2024.
Alternatives Platform Our alternatives platform assists money managers in building their fund management businesses. We have one internally managed fund and stakes in three externally-managed funds. Our internally managed fund, TIG Arbitrage strategy, is an event-driven fund which has $1.7 billion of AUM as of December 31, 2024.
We have one internally managed fund and stakes in three Externally-Managed Funds. Our internally-managed fund, TIG Arbitrage strategy (“TIG Arbitrage”), is an event-driven fund. It is managed by our subsidiary TIG Advisors, LLC, an SEC-registered investment advisor.
In addition, we offer robust impact investing services that can be delivered across a broad range of asset classes and with investors from all asset levels.
In addition, we offer robust Impact Investing services that can be delivered across a broad range of asset classes. We have established a platform that provides our wealth management clients access to investment opportunities in strategies and asset classes that would otherwise be difficult to access due to different limitations, including very high minimum investment thresholds of many underlying funds.
Employees As of December 31, 2024, we employed approximately 430 professionals. We recognize the important link between corporate values, employee engagement, and corporate performance. We also strive to foster a supportive environment that cultivates professional growth and development and encourages team members to continuously develop their skills.
For additional information concerning the competitive risks that we face, see “Risk Factors” in Item 1A. Employees As of December 31, 2025, we employed approximately 490 professionals. We recognize the important link between corporate values, employee engagement, and corporate performance.
Carried interest typically accounts for 10%-20% of returns exceeding these hurdles. We also receive a share of base management fees from co-investments through advisory or management agreements, extending from investment inception to exit. OUR LEADERSHIP, CULTURE, AND VALUES Experienced Management Team with Proven Track Record We are led by a team of seasoned executives with diverse experience.
OUR LEADERSHIP, CULTURE, AND VALUES Experienced Management Team with Proven Track Record We are led by a team of seasoned executives with diverse experience. Our management team has expertise across investment management, alternative asset management, financial planning, and trusts and estates as well as Impact Investing.
By independent, we mean that our investment management and advisory services operate independently of any managers or investment product manufacturers (including our own) to which we may allocate or recommend allocating capital. Our clients may opt in to be informed of investment opportunities we are working on in our other business lines, (and some choose to do so).
The independence of our investment management and advisory services is a central principle for our wealth management and OCIO clients. Our services operate independently of any asset managers or investment product providers, including those affiliated with us, to which we may allocate or recommend allocations.
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ITEM 1. BUSINESS General AN INTRODUCTION TO ALTI AlTi is a leading independent global wealth manager providing entrepreneurs, multi-generational families, institutions, and emerging next-generation leaders with fiduciary capabilities as well as alternative investment strategies and advisory services. AlTi’s comprehensive offering is underscored by a commitment to impact or values-aligned investing.
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ITEM 1. BUSINESS General AN INTRODUCTION TO ALTI AlTi is a global wealth and investment partner to families, foundations and institutions, helping clients activate capital with clarity, bring structure to complexity, and plan with purpose across borders and generations.
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We manage or advise approximately $75.7 billion in combined assets as of December 31, 2024.
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AlTi combines the breadth of a global firm with the service offering of a family office to deliver solutions designed to meet the full complexity of wealth and capital. We manage or advise approximately $93.1 billion in combined assets as of December 31, 2025.
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The segment also reflects the results of our internally managed event-driven strategy and our stakes in three externally managed alternative investment strategies; • in our International Real Estate segment, we assist our investors with real estate co-investments by providing access to highly differentiated opportunities in these areas as well as structuring and selecting partners with a proven track record in alternative asset classes, with attractive risk adjusted return characteristics.
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We have approximately 490 professionals operating in 19 cities in 9 countries across three continents as of December 31, 2025.
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The current segment composition was introduced as of the third quarter ended September 30, 2024, following the completion of a strategic review of certain businesses within the historically defined Strategic Alternatives segment.
Added
Our business is currently organized into one operating segment. Prior to the third quarter ended September 30, 2025, the Company was organized into two operating segments: Wealth & Capital Solutions and International Real Estate.
Removed
Following this strategic review, and consistent with management’s overall view of the core business, it was determined that the businesses reflected in the International Real Estate segment are not additive to our long-term strategy. Several strategic options are currently under consideration, and our objective is to finalize a course of action in the near future.
Added
That change resulted in two reportable segments: Wealth & Capital Solutions and International Real Estate, and prior period data was recast for comparative purposes.
Removed
We operate a global business, with approximately 430 professionals operating in 19 cities in 8 countries across three continents as of December 31, 2024. Our strategy seeks to enhance our organic growth through acquisitions and integrations of other wealth and investment management businesses in both our existing and new markets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Our clients may invest in companies in which we or one or more or our other clients also invest, either directly or indirectly. Investments in a company by certain of our clients may be made prior to the investment by other clients, concurrently, including as part of the same financing plan or subsequent to the investments by such other clients.
Our clients may invest in companies in which we or one or more of our other clients also invest, either directly or indirectly. Investments in a company by certain of our clients may be made prior to the investment by other clients, concurrently, including as part of the same financing plan or subsequent to the investments by such other clients.
The adopted rules require that we to devote additional resources to fulfilling our beneficial ownership and short-sale reporting obligations and there may be additional regulatory attention focused on such activities. • In May 2023, the SEC adopted amendments to Form PF (the “Form PF Amendments”) that greatly expand the type, amount, and frequency of information the SEC collects from private fund advisers registered with the SEC.
The adopted rules require that we devote additional resources to fulfilling our beneficial ownership and short-sale reporting obligations and there may be additional regulatory attention focused on such activities. • In May 2023, the SEC adopted amendments to Form PF (the “Form PF Amendments”) that greatly expand the type, amount, and frequency of information the SEC collects from private fund advisers registered with the SEC.
We may be subject to increasing scrutiny from our clients with respect to the societal and environmental impact of investments we make, which may adversely impact our ability to retain clients or to grow our client base and assets under management or AUA, and also may cause us to more likely invest client capital based on societal and environmental factors instead of investing client capital in the investment opportunities with the highest return potential for a particular level of risk.
We may be subject to increasing scrutiny from our clients with respect to the societal and environmental impact of investments we make, which may adversely impact our ability to retain clients or to grow our client base and assets under management or AUA, and also may cause us to be more likely to invest client capital based on societal and environmental factors instead of investing client capital in the investment opportunities with the highest return potential for a particular level of risk.
As a public company, we are subject to additional laws, regulations and stock exchange listing standards, which will impose additional costs on us and may strain our resources and divert our management’s attention.
As a public company, we are subject to laws, regulations and stock exchange listing standards, which will impose additional costs on us and may strain our resources and divert our management’s attention.
A number of factors serve to increase our competitive risks: • a number of our competitors have greater financial, technical, marketing and other resources and more personnel than we do; 35 • some of our competitors have significant amounts of capital or are expected to raise significant amounts of capital, and many of them have investment objectives similar to ours, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that our investments seek to exploit; • some of our investments may not perform as well as competitors’ funds or other available investment products; • some of our competitors may have a lower cost of capital, which may be exacerbated to the extent potential changes to the Internal Revenue Code of 1986, as amended (the “Code”) limit the deductibility of interest expense; • some of our competitors may have access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities; • some of our competitors may be subject to less regulation and accordingly may have more flexibility to undertake and execute certain businesses or investments than we can and/or bear less compliance expense than we do; • some of our competitors may have more flexibility than us in raising certain types of investment funds under the investment management contracts they have negotiated with their investors; • some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do; and • other industry participants may, from time to time, seek to recruit our investment professionals and other employees away from us.
A number of factors serve to increase our competitive risks: • a number of our competitors have greater financial, technical, marketing and other resources and more personnel than we do; • some of our competitors have significant amounts of capital or are expected to raise significant amounts of capital, and many of them have investment objectives similar to ours, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that our investments seek to exploit; • some of our investments may not perform as well as competitors’ funds or other available investment products; • some of our competitors may have a lower cost of capital, which may be exacerbated to the extent potential changes to the Internal Revenue Code of 1986, as amended (the “Code”) limit the deductibility of interest expense; • some of our competitors may have access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities; • some of our competitors may be subject to less regulation and accordingly may have more flexibility to undertake and execute certain businesses or investments than we can and/or bear less compliance expense than we do; • some of our competitors may have more flexibility than us in raising certain types of investment funds under the investment management contracts they have negotiated with their investors; • some of our competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than we do; and • other industry participants may, from time to time, seek to recruit our investment professionals and other employees away from us.
The integration of our acquisitions may present material challenges, including, without limitation: • combining leadership teams and corporate cultures; • the diversion of management’s attention from ongoing business concerns and performance shortfalls as a result of the devotion of management’s attention to the integration of a new asset or business; • managing a larger combined business; • maintaining employee morale and retaining key management and other employees, including by offering sufficiently attractive terms of employment; 36 • retaining existing business and operational relationships, and attracting new business and operational relationships; • the possibility of faulty assumptions underlying expectations regarding the integration process; • consolidating corporate and administrative infrastructures and eliminating duplicative operations; • managing expense loads and maintaining currently anticipated operating margins given that investment products and services may be different in nature and therefore may require additional personnel and compensation expenses, which expenses may be borne by us, rather than our investment products and services; and • unanticipated issues in integrating information technology, communications and other systems.
The integration of our acquisitions may present material challenges, including, without limitation: • combining leadership teams and corporate cultures; • the diversion of management’s attention from ongoing business concerns and performance shortfalls as a result of the devotion of management’s attention to the integration of a new asset or business; • managing a larger combined business; • maintaining employee morale and retaining key management and other employees, including by offering sufficiently attractive terms of employment; • retaining existing business and operational relationships, and attracting new business and operational relationships; • the possibility of faulty assumptions underlying expectations regarding the integration process; • consolidating corporate and administrative infrastructures and eliminating duplicative operations; • managing expense loads and maintaining currently anticipated operating margins given that investment products and services may be different in nature and therefore may require additional personnel and compensation expenses, which expenses may be borne by us, rather than our investment products and services; and • unanticipated issues in integrating information technology, communications and other systems.
Financial services regulation, including regulations applicable to our business, has increased significantly in recent years, and may in the future be subject to further enhanced governmental scrutiny and/or 48 increased regulation, including resulting from changes in U.S. executive administration or Congressional leadership: • In October 2023, the SEC adopted amendments to accelerate the filing deadlines for companies to make filings of beneficial ownership and to expand the scope of instances where such a filing is required, and rules to require certain asset managers to file with the SEC on a monthly basis certain data related to their short sales activity.
Financial services regulation, including regulations applicable to our business, has increased significantly in recent years, and may in the future be subject to further enhanced governmental scrutiny and/or increased regulation, including resulting from changes in U.S. executive administration or Congressional leadership: • In October 2023, the SEC adopted amendments to accelerate the filing deadlines for companies to make filings of beneficial ownership and to expand the scope of instances where such a filing is required, and rules to require certain asset managers to file with the SEC on a monthly basis certain data related to their short sales activity.
Similarly, if any litigation or other action is commenced against AFM UK and/or ARE in connection with Home REIT, whilst it is not possible at this point in time for us to reliably assess the quantum of such claims, or AFM UK’s and ARE’s potential exposure, such claims may potentially be material to the Company and, although our intent is for any such claims to be defended, an adverse outcome could have an adverse affect on the business, financial condition or results of operations.
Similarly, if any litigation or other action is commenced against AFM UK and/or ARE in connection with Home REIT, whilst it is not possible at this point in time for us to reliably assess the quantum of such claims, or AFM UK’s and ARE’s potential exposure, such claims may potentially be 53 material to the Company and, although our intent is for any such claims to be defended, an adverse outcome could have an adverse affect on the business, financial condition or results of operations.
Our international operations carry special financial and business risks, which could include the following: • greater difficulties in managing and staffing foreign operations; • differences between the U.S. and foreign capital markets, such as for accounting, auditing, financial reporting and legal standards, practices and disclosure requirements; • fluctuations in foreign currency exchange rates that could adversely affect our results; • additional costs of complying with, and exposure to liability under, foreign regulatory regimes; • changes in governmental policies; • unexpected changes in trading policies, regulatory requirements, tariffs and other barriers; • longer transaction cycles; • higher operating costs; • local labor conditions and regulations; • adverse consequences or restrictions on the repatriation of earnings; 40 • potentially adverse tax consequences, such as trapped foreign losses; • less stable political and economic environments; • terrorism, political hostilities, war, public health crises and other civil disturbances or other catastrophic or pandemic events that reduce business activity; • cultural and language barriers and the need to adopt different business practices in different geographic areas; and • difficulty collecting fees and, if necessary, enforcing judgments.
Our international operations carry special financial and business risks, which could include the following: • greater difficulties in managing and staffing foreign operations; • differences between the U.S. and foreign capital markets, such as for accounting, auditing, financial reporting and legal standards, practices and disclosure requirements; • fluctuations in foreign currency exchange rates that could adversely affect our results; 38 • additional costs of complying with, and exposure to liability under, foreign regulatory regimes; • changes in governmental policies; • unexpected changes in trading policies, regulatory requirements, tariffs and other barriers; • longer transaction cycles; • higher operating costs; • local labor conditions and regulations; • adverse consequences or restrictions on the repatriation of earnings; • potentially adverse tax consequences, such as trapped foreign losses; • less stable political and economic environments; • terrorism, political hostilities, war, public health crises and other civil disturbances or other catastrophic or pandemic events that reduce business activity; • cultural and language barriers and the need to adopt different business practices in different geographic areas; and • difficulty collecting fees and, if necessary, enforcing judgments.
Hong Kong is a special administrative region of the People’s Republic of China (the “PRC”) and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that the PRC will not cause changes in the economic, political and legal environment in Hong Kong in the future.
Hong Kong is a special administrative region of the People’s Republic of China (the “PRC”) and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which provides Hong Kong with 39 a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that the PRC will not cause changes in the economic, political and legal environment in Hong Kong in the future.
While we do not believe that any of the foregoing foreign persons or entities, nor any other foreign person or entity, “controls” us or any of our subsidiaries, CFIUS or another U.S. governmental agency could choose to review any of our past or proposed transactions, including the Business Combination, involving new or existing foreign investors, even if a filing with CFIUS is or was not required at the time of such transaction.
While we do not believe that any of the foregoing foreign persons or entities, nor any other foreign person or entity, “controls” us or any of our subsidiaries, CFIUS or another U.S. governmental agency could choose to 43 review any of our past or proposed transactions, including the Business Combination, involving new or existing foreign investors, even if a filing with CFIUS is or was not required at the time of such transaction.
Because the techniques used by hackers change frequently and are increasingly complex and sophisticated, and new technologies may not be identified until they are launched 51 against a target, we and our third-party service providers may be unable to anticipate these techniques or detect an incident, assess its severity or impact, react or appropriately respond in a timely manner or implement adequate preventative measures.
Because the techniques used by hackers change frequently and are increasingly complex and sophisticated, and new technologies may not be identified until they are launched against a target, we and our third-party service providers may be unable to anticipate these techniques or detect an incident, assess its severity or impact, react or appropriately respond in a timely manner or implement adequate preventative measures.
While the Umbrella LLC Agreement contains restrictions on such redemptions that are intended to prevent Umbrella from being treated as a “publicly traded partnership” for U.S. federal income tax purposes by complying with certain safe harbors provided for under applicable U.S. federal income tax law, such position is not free from doubt and, if such provisions are not effective, Umbrella may be treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes.
While the Umbrella LLC Agreement contains restrictions on such redemptions that are intended to prevent Umbrella from being treated as a “publicly traded partnership” for U.S. federal income tax purposes by complying with certain safe harbors provided for under applicable U.S. federal income tax law, 54 such position is not free from doubt and, if such provisions are not effective, Umbrella may be treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes.
As restrictions on resale end and as long as the registration statements we filed after the Closing to provide for the resale of such shares from time to time remain available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the Company’s share price or the market price of our securities could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.
As restrictions on 63 resale end and as long as the registration statements we filed after the Closing to provide for the resale of such shares from time to time remain available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the Company’s share price or the market price of our securities could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.
With respect to these funds, this means that (1) the application of the fiduciary responsibility standards of ERISA to investments 43 made by such funds, including the requirement of investment prudence and diversification, and (2) certain transactions that we enter into, or may have entered into, on behalf of these funds, in the ordinary course of business, are subject to the prohibited transactions rules under Section 406 of ERISA and Section 4975 of the Code.
With respect to these funds, this means that (1) the application of the fiduciary responsibility standards of ERISA to investments made by such funds, including the requirement of investment prudence and diversification, and (2) certain transactions that we enter into, or may have entered into, on behalf of these funds, in the ordinary course of business, are subject to the prohibited transactions rules under Section 406 of ERISA and Section 4975 of the Code.
Our investment products and services may be adversely affected by reduced opportunities to exit and realize value from their investments, by lower than expected returns on investments made prior to the deterioration of the credit markets and by our inability to find suitable investments for our investment products and services to effectively deploy capital, which could adversely affect our ability to raise new funds and thus adversely impact our prospects for future growth.
Our investment products and services may be adversely affected by reduced opportunities to exit and realize value from their investments, by lower than expected returns on investments made prior to the 24 deterioration of the credit markets and by our inability to find suitable investments for our investment products and services to effectively deploy capital, which could adversely affect our ability to raise new funds and thus adversely impact our prospects for future growth.
In the event it is determined that any investor, or any direct or indirect owner of any investor, is a person identified in any of these laws as a prohibited person, or is otherwise engaged in activities of the type prohibited under these laws, we may be obligated, among other actions to be taken, to withhold distributions of any funds otherwise owing 47 to such investor or to cause such investor’s interests to be cancelled or otherwise redeemed (without the payment of any consideration in respect of those interests).
In the event it is determined that any investor, or any direct or indirect owner of any investor, is a person identified in any of these laws as a prohibited person, or is otherwise engaged in activities of the type prohibited under these laws, we may be obligated, among other actions to be taken, to withhold distributions of any funds otherwise owing to such investor or to cause such investor’s interests to be cancelled or otherwise redeemed (without the payment of any consideration in respect of those interests).
Failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements, may subject us to litigation and investigations, and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence, cause a decline in the price of the Class A Common Stock and limit our ability to access capital markets.
Failure to implement and maintain effective internal control over financial 58 reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements, may subject us to litigation and investigations, and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence, cause a decline in the price of the Class A Common Stock and limit our ability to access capital markets.
As our investment management program is not broadly diversified, we may be uniquely exposed to market, tax, regulatory and other risks affecting the sectors in which we invest. 33 There can be no assurance that we will be able to take actions necessary to mitigate the effect of such risks or otherwise diversify our investment program to minimize such exposure.
As our investment management program is not broadly diversified, we may be uniquely exposed to market, tax, regulatory and other risks affecting the sectors in which we invest. There can be no assurance that we will be able to take actions necessary to mitigate the effect of such risks or otherwise diversify our investment program to minimize such exposure.
We also determine, in our sole discretion, the appropriate allocation 37 of investment-related expenses, including broken deal expenses, incurred in respect of unconsummated investments and expenses more generally relating to a particular investment strategy, among our investment products and services, vehicles and accounts participating or that would have participated in such investments or that otherwise participate in the relevant investment strategy, as applicable.
We also determine, in our sole discretion, the appropriate allocation of investment-related expenses, including broken deal expenses, incurred in respect of unconsummated investments and expenses more generally relating to a particular investment strategy, among our investment products and services, vehicles and accounts participating or that would have participated in such investments or that otherwise participate in the relevant investment strategy, as applicable.
Among other things, CFIUS could seek to impose 45 limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing our Common Stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things), or CFIUS could require us to divest a portion of the Target Companies.
Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing our Common Stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things), or CFIUS could require us to divest a portion of the Target Companies.
The rule increases regulatory obligations and potential scrutiny and imposes more prescriptive requirements on investment advisers’ marketing activities, including but not limited to prohibitions on advertisements that are misleading or contain material statements that an investment adviser cannot substantiate as well as requirements for performance advertising and the use of placement agent arrangements.
The rule increases regulatory obligations and potential scrutiny and imposes more prescriptive requirements on investment advisers’ marketing activities, including but not limited to prohibitions on advertisements that are 46 misleading or contain material statements that an investment adviser cannot substantiate as well as requirements for performance advertising and the use of placement agent arrangements.
These laws and regulations relate to a number of aspects of our business, including with respect to servicing existing investors, finding new investors, and sourcing new investments, as well as activities by the portfolio companies in our investment portfolio or other controlled investments. 46 Similar laws in non-U.S. jurisdictions, such as EU sanctions or the U.K.
These laws and regulations relate to a number of aspects of our business, including with respect to servicing existing investors, finding new investors, and sourcing new investments, as well as activities by the portfolio companies in our investment portfolio or other controlled investments. Similar laws in non-U.S. jurisdictions, such as EU sanctions or the U.K.
Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. If such events were to occur again in the future and result 28 in the receivership of financial institutions, there is no guarantee that the U.S.
Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. If such events were to occur again in the future and result in the receivership of financial institutions, there is no guarantee that the U.S.
Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit 61 our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
To the extent permitted by law, investment professionals have access to and make use of such investment-related information in making investment decisions for our clients. Therefore, information related to investments made on behalf of a particular client may inform investment decisions made in respect of another of our clients or otherwise be used and monetized by us.
To the extent permitted by law, investment professionals have access to and make use of such investment-related information in making investment decisions for our clients. Therefore, information related to investments made 37 on behalf of a particular client may inform investment decisions made in respect of another of our clients or otherwise be used and monetized by us.
In addition, if we are unable to consummate or successfully integrate development opportunities, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully. Risks Related to Our Regulatory Environment We are exposed to litigation risk and subject to regulatory examinations and investigations. The financial services industry faces substantial regulatory risks and litigation.
In addition, if we are unable to consummate or successfully integrate development opportunities, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully. Risks Related to Our Regulatory Environment We are exposed to litigation risk and subject to regulatory examinations and investigations. 40 The financial services industry faces substantial regulatory risks and litigation.
We also believe that the primary source of income from each of our businesses is properly characterized as income earned in exchange for the provision of services. We hold ourselves out as a financial services business and do not propose to engage primarily in the business of investing, reinvesting or trading in securities.
We also believe that the primary source of income from each of our businesses is properly characterized as income earned in exchange for the provision of services. We hold ourselves out as a financial services and advisory business and do not propose to engage primarily in the business of investing, reinvesting or trading in securities.
Accordingly, our stockholders could suffer a reduction in the value of their shares from any such write-down or write-offs. 63 The certificate of incorporation contains certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
Accordingly, our stockholders could suffer a reduction in the value of their shares from any such write-down or write-offs. The certificate of incorporation contains certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
We may not be able to maintain our current fee structures as a result of industry pressure from investors to reduce fees. In order to maintain our desired fee structures in a competitive environment, we must be able to continue to provide clients with investment returns and service that incentivize them to pay our desired fee rates.
We may not be able to maintain our current fee structures as a result of industry pressure from investors to reduce fees. In order to maintain our desired fee structures in a competitive environment, we must 33 be able to continue to provide clients with investment returns and service that incentivize them to pay our desired fee rates.
The SEC has also heightened its focus on the valuation practices employed by investment advisers. The lack of readily ascertainable market prices for many of the investments made by our clients or the funds in which we invest could subject our valuation policies and processes to increased scrutiny by the SEC.
The SEC has also heightened its focus on the valuation practices employed by investment advisers. The lack of readily ascertainable market prices for many 41 of the investments made by our clients or the funds in which we invest could subject our valuation policies and processes to increased scrutiny by the SEC.
In addition to these added costs and burdens, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A Common Stock, 60 fines, sanctions, other regulatory actions and civil litigation, any of which could negatively affect the price of our Class A Common Stock.
In addition to these added costs and burdens, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A Common Stock, fines, sanctions, other regulatory actions and civil litigation, any of which could negatively affect the price of our Class A Common Stock.
General Risk Factors We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition and our share price, which could cause you to lose some or all of your investment.
General Risk Factors 62 We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition and our share price, which could cause you to lose some or all of your investment.
In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both, which may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements.
In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both, which may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be 60 unable to fund our capital requirements.
We intend to cause Umbrella to make ordinary distributions and tax distributions to holders of Umbrella common units on a pro rata basis in amounts sufficient to cover all 29 applicable taxes, relevant operating expenses, payments we make under the Tax Receivable Agreement and dividends, if any, we declare.
We intend to cause Umbrella to make ordinary distributions and tax distributions to holders of Umbrella common units on a pro rata basis in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments we make under the Tax Receivable Agreement and dividends, if any, we declare.
Additionally, actions brought against us may result in settlements, awards, injunctions, fines and 42 penalties. The outcome of litigation or regulatory action is inherently difficult to predict and could have an adverse effect on our ability to offer some of our products and services.
Additionally, actions brought against us may result in settlements, awards, injunctions, fines and penalties. The outcome of litigation or regulatory action is inherently difficult to predict and could have an adverse effect on our ability to offer some of our products and services.
Substantial legal or regulatory liability could have a material adverse effect on our business, financial condition and results of operations or cause significant reputational harm to us, which could seriously harm our business. 54 Our inability to obtain adequate insurance could subject us to additional risk of loss or additional expenses.
Substantial legal or regulatory liability could have a material adverse effect on our business, financial condition and results of operations or cause significant reputational harm to us, which could seriously harm our business. Our inability to obtain adequate insurance could subject us to additional risk of loss or additional expenses.
To the extent we do not distribute such cash as dividends and instead, for example, hold such cash balances or use such cash for certain other purposes, this may result in shares of our stock increasing in value relative to the Umbrella common units.
To the extent we do not distribute such cash as dividends and instead, for example, hold such cash balances or use such cash for certain other purposes, this may result in shares of our stock increasing in value relative to the 55 Umbrella common units.
The JOBS 62 Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period.
The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period.
Risks Related to Our Regulatory Environmen t • We are exposed to litigation risk and subject to regulatory examinations and investigations. 25 • We are subject to extensive government regulation, and our failure or inability to comply with these regulations or regulatory action against us could adversely affect our results of operations, financial condition or business. • Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business. • We may face damage to our professional reputation and legal liability if our services are not regarded as satisfactory or for other reasons.
Risks Related to Our Regulatory Environmen t 22 • We are exposed to litigation risk and subject to regulatory examinations and investigations. • We are subject to extensive government regulation, and our failure or inability to comply with these regulations or regulatory action against us could adversely affect our results of operations, financial condition or business. • Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business. • We may face damage to our professional reputation and legal liability if our services are not regarded as satisfactory or for other reasons.
Any adverse impact caused by the use of leverage by portfolio companies in which we directly or indirectly invest could in turn adversely affect the returns of our funds. 32 Defaults by third-party investors could adversely affect that fund’s operations and performance.
Any adverse impact caused by the use of leverage by portfolio companies in which we directly or indirectly invest could in turn adversely affect the returns of our funds. Defaults by third-party investors could adversely affect that fund’s operations and performance.
Although we work to comply with applicable laws and regulations, industry standards, contractual obligations and other legal obligations, such laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another.
Although we work to comply with applicable laws and regulations, industry standards, contractual obligations and other legal obligations, such laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner 51 from one jurisdiction to another, and may conflict with one another.
Any allocation or allegation of, or investigation into, a potential violation could cause reputational harm and a loss of investor confidence in our business. It could also result in regulatory lapses and any applicable penalties, as well as increased regulatory oversight of our business.
Any allocation or allegation of, or 35 investigation into, a potential violation could cause reputational harm and a loss of investor confidence in our business. It could also result in regulatory lapses and any applicable penalties, as well as increased regulatory oversight of our business.
Risks Related to our Business and Industry • We are a holding company and our only material asset is our interest in our subsidiaries, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement (see Note 20 (Commitments and Contingencies) to our consolidated financial statements included in this Annual Report) and pay dividends. • Our revenue is derived from fees correlated to the amount of assets under management and assets under advisement that we have and the performance of our investment strategies and/or products.
Risks Related to our Business and Industry • We are a holding company and our only material asset is our interest in our subsidiaries, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement (see Note 21 (Commitments and Contingencies) to our consolidated financial statements included in this Annual Report) and pay dividends. • Our revenue is derived from fees correlated to the amount of assets under management and assets under advisement that we have and the performance of our investment strategies and/or products.
Poor performance of our investments could cause a decline in our revenues as a result of reduced management fees and incentive fees from our clients, as applicable, and may therefore have a materially adverse impact on our results.
Poor performance of our investments could cause a decline in our revenues as a result of reduced management fees 27 and incentive fees from our clients, as applicable, and may therefore have a materially adverse impact on our results.
The benefit of setting up these fund vehicles is that we would not have to use our own capital to fund these investments since they would be funded by third party investors in our fund vehicles.
The benefit of setting up these fund vehicles is that we would not have to use 32 our own capital to fund these investments since they would be funded by third party investors in our fund vehicles.
In the event of delay or failure by a prospective investor to produce any such information required for verification purposes, we may refuse to admit the investor to our investment products and services.
In 45 the event of delay or failure by a prospective investor to produce any such information required for verification purposes, we may refuse to admit the investor to our investment products and services.
The Form PF Amendments require (i) new “quarterly event” reporting for all private equity fund advisers within 60 days of the end of the fiscal quarter regarding certain trigger events (including adviser-led secondary transactions), (ii) expanded reporting for “large private equity fund advisers,” including reporting on any general partner clawback reporting on any limited partner clawback that is more than 10% of the fund’s capital commitments and additional information on events of default, and (iii) new “current” reporting for “large hedge fund advisers” upon a “trigger event,” including certain extraordinary investments losses that are 20% or more of a fund’s reporting fund aggregate calculated value over a rolling 10 business day period, significant margin and default events, certain operations events with respect to the fund’s critical operations, and events associated with withdrawals and / or redemptions of 50% or more of the fund’s net asset value.
The Form PF Amendments require (i) new “quarterly event” reporting for all private equity fund advisers within 60 days of the end of the fiscal quarter regarding certain trigger events (including adviser-led secondary transactions), (ii) expanded reporting for “large private equity fund advisers,” including reporting on any general partner clawback reporting on any limited partner clawback that is more than 10% of the fund’s capital commitments and additional information on events of default, and (iii) new “current” reporting for “large hedge fund advisers” upon a “trigger event,” including certain extraordinary investments losses that are 20% or more of a fund’s reporting fund aggregate calculated value over a rolling 10 business day period, significant margin and default events, certain operations events with respect to the fund’s critical operations, and events associated with withdrawals and / or redemptions of 50% or more of the fund’s NAV.
If our employees, former employees or third-party service providers were to use or disclose confidential information improperly, we could suffer serious harm to our reputation, financial position and current and future business relationships.
If our employees, former 56 employees or third-party service providers were to use or disclose confidential information improperly, we could suffer serious harm to our reputation, financial position and current and future business relationships.
Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the 59 system will be met.
Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system will be met.
As a 55 result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, which could materially impair our financial condition.
As a result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, which could materially impair our financial condition.
Our personnel’s reputation, expertise in investing and risk management and relationships with our clients and third parties on 56 which our funds depend for investment opportunities are each critical elements in operating and expanding our business.
Our personnel’s reputation, expertise in investing and risk management and relationships with our clients and third parties on which our funds depend for investment opportunities are each critical elements in operating and expanding our business.
Foreign Corrupt Practices Act of 1977 (“FCPA”), as well as trade sanctions and export control laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce and the U.S. Department of State.
Foreign Corrupt Practices Act of 1977 44 (“FCPA”), as well as trade sanctions and export control laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce and the U.S. Department of State.
We regard ourselves as a financial services business. We believe that we are engaged primarily in the business of providing financial services and not in the business of investing, reinvesting or trading in securities.
We regard ourselves as a financial services business. We believe that we are engaged primarily in the business of providing financial services and advice and not in the business of investing, reinvesting or trading in securities.
The last applicable lock-up period will expire on January 3, 2026. Following the expiration of the applicable lock-up period, no equity holders will be restricted from selling shares of the Company held by them, other than by applicable securities laws. As such, sales of a substantial number of our securities in the public market could occur at any time.
The last applicable lock-up period expired on January 3, 2026. Following the expiration of the applicable lock-up period, no equity holders will be restricted from selling shares of the Company held by them, other than by applicable securities laws. As such, sales of a substantial number of our securities in the public market could occur at any time.
Inflation may adversely affect the business, results of operations and financial condition of our investment products and services. Inflation continued at elevated levels in 2024 and may remain elevated in 2025. Inflation could have an adverse impact on any variable rate debt and general and administrative expenses, as these costs could increase at a rate higher than our revenue.
Inflation may adversely affect the business, results of operations and financial condition of our investment products and services. Inflation continued at elevated levels in 2025 and may remain elevated in 2026. Inflation could have an adverse impact on any variable rate debt and general and administrative expenses, as these costs could increase at a rate higher than our revenue.
Carried interest and performance-based fees or allocations may create an incentive for us or our investment professionals to make more speculative or riskier investments and determinations, directly or indirectly on behalf of our investment products and services, or otherwise take or refrain from taking certain actions than it would otherwise make in the absence of such carried interest or performance-based fees or allocations.
Carried interest and performance-based fees or allocations may create an incentive for us or our investment professionals to make more speculative or riskier investments and determinations, directly or indirectly on behalf of our investment products and services, or otherwise take or refrain from taking certain actions that it would otherwise make in the absence of such carried interest or performance-based fees or allocations.
Part 800). The new U.S. Administration may also seek to expand the scope of regulation on foreign investment through executive orders. The Business Combination resulted in investments in various U.S. entities by non-U.S. persons that could be considered by CFIUS to result in a covered control transaction that CFIUS would have authority to review.
Part 800). The current U.S. Administration may also seek to expand the scope of regulation on foreign investment through executive orders. The Business Combination resulted in investments in various U.S. entities by non-U.S. persons that could be considered by CFIUS to result in a covered control transaction that CFIUS would have authority to review.
Moreover, the historical returns of our investment products and services should not be considered indicative of the future returns of these or from any future funds we may raise, in part because: • market conditions during previous periods may have been significantly more favorable for generating positive performance than the market conditions we may experience in the future; • our investment products and services’ rates of returns, which are calculated on the basis of net asset value of the funds’ investments, reflect unrealized gains, which may never be realized; • our investment products and services’ returns have previously benefited from investment opportunities and general market conditions that may not recur, including the availability of debt capital on attractive terms and the availability of distressed debt opportunities, and we may not be able to achieve the same returns or profitable investment opportunities or deploy capital as quickly; • future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed, which may have little or no realized investment track record; • the circumstances under which our current or future funds may make future investments may differ significantly from those conditions prevailing in the past; • the increased competition for investments may reduce our returns in the future; and • our newly established funds may generate lower returns during the period that they take to deploy their capital.
Moreover, the historical returns of our investment products and services should not be considered indicative of the future returns of these or from any future funds we may raise, in part because: • market conditions during previous periods may have been significantly more favorable for generating positive performance than the market conditions we may experience in the future; • our investment products and services’ rates of returns, which are calculated on the basis of NAV of the funds’ investments, reflect unrealized gains, which may never be realized; • our investment products and services’ returns have previously benefited from investment opportunities and general market conditions that may not recur, including the availability of debt capital on attractive terms and the availability of distressed debt opportunities, and we may not be able to achieve the same returns or profitable investment opportunities or deploy capital as quickly; • future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed, which may have little or no realized investment track record; • the circumstances under which our current or future funds may make future investments may differ significantly from those conditions prevailing in the past; 28 • the increased competition for investments may reduce our returns in the future; and • our newly established funds may generate lower returns during the period that they take to deploy their capital.
In such situations, it may be difficult to obtain full information as to the exact financial and operating conditions of these companies.
In such 31 situations, it may be difficult to obtain full information as to the exact financial and operating conditions of these companies.
The risk of unauthorized circumvention of our security measures or those of our third-party providers, clients and partners has been heightened by advances in computer and software capabilities and the increasing sophistication of hackers, including those operating on behalf of nation-state actors, who employ complex techniques involving the theft or misuse of personal and financial information, counterfeiting, “phishing” or social engineering incidents, account takeover attacks, denial or degradation of service attacks, malware, fraudulent payment and identity theft.
The risk of unauthorized circumvention of our security measures or those of our third-party providers, clients and partners has been heightened by advances in computer and software capabilities and the increasing sophistication of hackers, including those operating on behalf of nation-state actors, who employ complex techniques involving the theft or misuse of personal and financial information, counterfeiting, “phishing” or social engineering incidents, business email compromise, account takeover attacks, denial or degradation of service attacks, malware, fraudulent payment and identity theft.
The SEC continues to increase its regulation of the asset management and private equity industries, focusing on the private equity industry’s fees, allocation of expenses to funds, including the allocation of broken-deal expenses, marketing practices, allocation of investment opportunities, disclosures to investors, and general conflicts of interest disclosures.
The SEC continues to increase its regulation of the asset management and private equity industries, focusing on the private equity industry’s fees, allocation of expenses to funds, including the allocation of broken-deal expenses, marketing practices, allocation of investment opportunities, disclosures to investors, cybersecurity, data protection, and general conflicts of interest disclosures.
Negative financial results in our investment products and services’ portfolio companies may reduce the net asset value of our investment products and services, result in the impairment of assets and reduce the investment returns for our investment products and services, which could have a material adverse effect on our operating results and cash flow or ability to raise additional capital through new or successor investment products and services.
Negative financial results in our investment products and services’ portfolio companies may reduce the NAV of our investment products and services, result in the impairment of assets and reduce the investment returns for our investment products and services, which could have a material adverse effect on our operating results and cash flow or ability to raise additional capital through new or successor investment products and services.
Our systems are also subject to compromise from internal threats, such as theft, misuse, unauthorized access or other improper actions by employees, service providers and other third parties with otherwise legitimate access to our systems or databases.
Our systems may also be subject to compromise from internal threats, such as theft, misuse, unauthorized access or other improper actions by employees, service providers and other third parties with otherwise legitimate access to our systems or databases.
A fund’s net asset value could be adversely affected if the determinations regarding the fair value of the investments were materially higher than the values that are ultimately realized upon the disposal of such 31 investments. These valuations could, in turn, affect the management fees or performance income that our business receives.
A fund’s NAV could be adversely affected if the determinations regarding the fair value of the investments were materially higher than the values that are ultimately realized upon the disposal of such investments. These valuations could, in turn, affect the management fees or performance income that our business receives.
This could result in increased compliance and monitoring costs and divert resources away from advancing a fund’s profitability. • In February 2023, the SEC proposed a significant transformation of the Custody Rule under the Advisers Act into a new Rule 223-1 (the “Safeguarding Rule”) applicable to SEC-registered investment advisers.
This could result in increased compliance and monitoring costs and divert resources away from advancing a fund’s profitability. • In February 2023, the SEC proposed a significant transformation of the Custody Rule under the Advisers Act into a new Rule 223-1 (the “Safeguarding Rule”) applicable to SEC-registered investment advisers. The proposed Safeguarding Rule would, among other things.
Risks Related to our Business and Industry We are a holding company and our only material asset is our interest in our subsidiaries, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.
We are a holding company and our only material asset is our interest in our subsidiaries, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.
Potential conflicts of interest may arise in the allocation of investment opportunities among funds. Certain of our investment products and services may have overlapping investment objectives, including funds that have different fee structures, and potential conflicts may arise with respect to our decisions regarding how to allocate investment opportunities among those funds.
Certain of our investment products and services may have overlapping investment objectives, including funds that have different fee structures, and potential conflicts may arise with respect to our decisions regarding how to allocate investment opportunities among those funds.
An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act if, absent an applicable exemption: • it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or • it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act if, absent an applicable exemption: • pursuant to Section 3(a)(1)(A) of the Investment Company Act, it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or • pursuant to Section 3(a)(1)(C) of the Investment Company Act, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the “40%” Test).
We previously identified material weaknesses in internal control over financial reporting, primarily stemming from insufficiently documented risk assessments, process-level controls, and information technology controls supporting our financial statements and reporting.
We previously identified three material weaknesses in our internal control over financial reporting, primarily stemming from: (1) insufficiently documented risk assessments, (2) insufficiently documented process-level controls, and (3) insufficiently documented information technology controls supporting our financial statements and reporting.
IlWaddi Cayman Holdings is organized in the Cayman Islands and has its principal place of business in Qatar, and its sole ultimate beneficial owner is a Qatar national, and holds approximately 15.0% of our issued and outstanding Common Stock.
IlWaddi Cayman Holdings is organized in the Cayman Islands and has its principal place of business in Qatar, and its sole ultimate beneficial owner is a Qatar national, and holds 11.9% of our issued and outstanding Common Stock.
In addition, any projected future decreases in the operating results of our investment products and services’ portfolio companies due to inflation could adversely impact the fair value of those investments.
In addition, any projected future decreases in the operating results of our investment products and services’ portfolio companies due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investment products and services’ investments could result in future realized or unrealized losses.
Our Hong Kong wealth management business represents $1.0 billion in AUM as of December 31, 2024, which represents approximately 1.3% of our AUM and less than 2.7% of revenue for the year ended December 31, 2024. Moreover, more than 99% of our Hong Kong client assets are custodied in locations other than China or Hong Kong.
Our Hong Kong wealth management business represents $1.1 billion in AUM as of December 31, 2025, which represents approximately 1.1% of our AUM and less than 2.5% of revenue for the year ended December 31, 2025. Moreover, more than 99.9% of our Hong Kong client assets are custodied in locations other than China or Hong Kong.
Poor performance of our investments in the future or terminations of significant client relationships, in each case, resulting in a reduction in assets under management or advisement, could have a materially adverse impact on our results, financial condition or business. • The historical returns attributable to our investment products and services should not be considered as indicative of the future results of our investment products and services or of our future results or of any returns expected on an investment in our Class A Common Stock. • Valuation methodologies for certain assets of our investment products and services can be open to subjectivity. • The due diligence process that we undertake in connection with investments and M&A may not reveal all facts that may be relevant in connection with an investment or acquisition. • Failure to properly disclose conflicts of interest could harm our reputation, results of operations, financial condition or business.
Poor performance of our investments in the future or terminations of significant client relationships, in each case, resulting in a reduction in assets under management or advisement, could have a materially adverse impact on our results, financial condition or business. • The historical returns attributable to our investment products and services should not be considered as indicative of the future results of our investment products and services or of our future results or of any returns expected on an investment in our Class A Common Stock. • Valuation methodologies for certain assets of our investment products and services can be open to subjectivity. • The due diligence process that we undertake in connection with investments and M&A may not reveal all facts that may be relevant in connection with an investment or acquisition. • The administration/insolvency of our International Real Estate Businesses, or any other subsidiaries, could negatively impact our business, and liabilities arising from intercompany balances could adversely affect our financial results. • Failure to properly disclose conflicts of interest could harm our reputation, results of operations, financial condition or business.
Our cybersecurity program is designed to protect systems and data, containing preventive and detective controls, and our Board, audit committee and management team will be regularly briefed on our cybersecurity policies and practices and ongoing efforts to improve security, as well as periodic updates on cybersecurity events.
Our management and Board actively manage and oversee cybersecurity risks. Our cybersecurity program is designed to protect systems and data, containing preventive and detective controls, and our Board, audit committee and management team are regularly briefed on our cybersecurity policies and practices and ongoing efforts to improve security, as well as periodic updates on cybersecurity events.
The historic management of these funds by certain legacy Alvarium companies is now the subject of investigations by the UK FCA and, in the case of Home REIT, potential claims are being asserted by its current and former shareholders and, separately, by Home REIT and its directors against certain group entities (AFM UK and ARE).
The historic management of these funds by certain legacy Alvarium companies is now the subject of separate investigations by the UK FCA and, with respect to certain individuals previously affiliated with Home REIT, the UK SFO and, in the case of Home REIT, potential claims are being asserted by its current and former shareholders and, separately, by Home REIT and its directors against certain group entities (AFM UK and ARE).
In addition, an amended SEC rule and subsequent guidance would, beginning in January 2025, prohibit broker dealers from providing price quotations for certain private debt security offerings unless information about the issuer of these securities is current and publicly available.
In addition, an amended SEC rule and subsequent guidance has, from January 2025 and on, prohibited broker dealers from providing price quotations for certain private debt securities unless information about the issuer of these securities is current and publicly available.
In particular, although the UK FCA’s investigations concerning the historic management of Home REIT and HLIF only commenced in February 2024 and their outcomes cannot be known or anticipated as at the date of this Annual Report, any financial penalties or other adverse outcomes resulting from these investigations may adversely affect our business, financial condition or results of operations.
In particular, although the UK FCA’s investigations concerning the historic management of Home REIT and HLIF only commenced in February 2024 and the UK SFO’s investigation of certain individuals previously affiliated with Home REIT became known to us in January 2026, and their outcomes cannot be known or anticipated as at the date of this Annual Report, any financial penalties or other adverse outcomes resulting from these investigations may adversely affect our business, financial condition or results of operations.
Our financial condition and operating results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including the performance of our investments, competition with other market participants, and changes in market and economic conditions. 61 Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results.
Our financial condition and operating results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including the performance of our investments, competition with other market participants, and changes in market and economic conditions.
Our failure to appropriately address any actual, potential or perceived conflicts of interest resulting from our entitlement to receive performance income from many of our investment products and services could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including limiting our ability to raise additional funds, attract new clients or retain existing clients.
Our failure to appropriately address any actual, potential or perceived conflicts of interest resulting from our entitlement to receive performance income from many of our investment products and services could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including limiting our ability to raise additional funds, attract new clients or retain existing clients. 36 We have implemented procedures to mitigate potential conflicts of interest and address certain regulatory requirements that prevent us from fully realizing potential synergies across our various businesses.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Our CISO is responsible for advising on the strategic and operational processes related to our cyber risk management program. Our CISO has over two decades of cybersecurity experience, has served on a cybersecurity advisory board for a university, and is a Certified Information Systems Security Professional.
Our CISO is responsible for advising on the strategic and operational processes related to our cyber risk management program. Our CISO has over two decades of cybersecurity experience, has served on a cybersecurity advisory board for a university, and is a Certified Information Systems Security Professional. 64

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES Our corporate headquarters, which we lease, is located at 22 Vanderbilt Avenue, 27th Floor, New York, NY. Additionally we lease office space in Bethesda, Dallas, Geneva, Hong Kong, Lisbon, London, Lugano, Miami, Milan, Minneapolis, New York, Palm Beach, Paris, Portland, San Francisco, Seattle, Singapore, Toronto, Wilmington and Zurich. The Company does not own any real estate.
ITEM 2. PROPERTIES Our corporate headquarters, which we lease, is located at 22 Vanderbilt Avenue, 27th Floor, New York, NY. Additionally we lease office space in Bethesda, Dallas, Hamburg, Hong Kong, Lisbon, London, Lugano, Miami, Milan, Minneapolis, New York, Palm Beach, Paris, Portland, San Francisco, Seattle, Singapore, Wilmington and Zurich. The Company does not own any real estate.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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For additional information, see 65 “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AlTi Global, Inc. - Litigation” and Note 20 (Commitments and Contingencies) to our consolidated financial statements included in this Annual Report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 66 PART II
For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AlTi Global, Inc. - Litigation” and Note 21 (Commitments and Contingencies) to our consolidated financial statements included in this Annual Report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 65 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The payment of any cash dividends will be within the discretion of the Board at such time. Our ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. ITEM 6. [RESERVED] 67
The payment of any cash dividends will be within the discretion of the Board at such time. Our ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. ITEM 6. [RESERVED] 66
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A Common Stock trades on the Nasdaq Capital Market under the symbol “ALTI.” Holders As of March 14, 2025, there were 351 holders of record of our Class A Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A Common Stock trades on the Nasdaq Capital Market under the symbol “ALTI.” Holders As of March 31, 2026, there were 293 holders of record of our Class A Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Incentive Fees The Company is entitled to receive incentive fees if certain targeted returns have been achieved as stipulated in its customer contracts. The incentive fees are generally calculated using 15% to 20% of the net profit its customers earn. Incentive fees are generally calculated and recognized when it is probable that there will be no significant reversal.
The Company is entitled to receive incentive fees if certain targeted returns have been achieved as stipulated in its customer contracts. The incentive fees are generally calculated using 15% to 20% of the net profit its customers earn. Incentive fees are generally calculated and recognized when it is probable that there will be no significant reversal.
On March 27, 2024, the Company completed the initial issuance of Constellation Warrants to purchase 1,533,333 shares of the Company’s Class A Common Stock. On May 15, 2024, the Company completed the issuance of an additional tranche of Constellation Warrants to purchase 466,667 shares of the Company’s Class A Common Stock.
Warrants On March 27, 2024, the Company completed the initial issuance of Constellation Warrants to purchase 1,533,333 shares of the Company’s Class A Common Stock. On May 15, 2024, the Company completed the issuance of an additional tranche of Constellation Warrants to purchase 466,667 shares of the Company’s Class A Common Stock.
In the pre-action correspondence, the claimant group alleges that there were misstatements in Home REIT’s offering documents and certain other public filings between 2020 and 2022 and asserts potential claims against AFM UK and ARE (as well as against Home REIT itself and its directors, among others) in connection with such matters and the historic management and advisory services provided to Home REIT by certain legacy Alvarium companies.
In the pre-action correspondence, the claimant group alleges that there were misstatements in Home REIT’s offering documents and certain other public filings between 2020 and 2022 and asserts potential claims against AFM UK and ARE (as well as against Home REIT 82 itself and its directors, among others) in connection with such matters and the historic management and advisory services provided to Home REIT by certain legacy Alvarium companies.
AUM includes the value of all assets managed or supervised by operating partner subsidiaries, affiliates, and joint ventures in which the Company holds either a majority or minority stake. AUA consists of all assets we are responsible for overseeing and reporting on, but we do not necessarily charge fees on all such assets.
AUM includes the value of all assets managed or supervised by operating partner subsidiaries, affiliates, and joint ventures in which the Company holds either a majority or minority stake. 67 AUA consists of all assets we are responsible for overseeing and reporting on, but we do not necessarily charge fees on all such assets.
Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our US GAAP results of operations in the period in which the changes occur. See Note 2 (Summary of Significant Accounting Policies) for additional details.
Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given 84 period, as any increases in these liabilities have a corresponding negative impact on our US GAAP results of operations in the period in which the changes occur. See Note 2 (Summary of Significant Accounting Policies) for additional details.
Our judgment when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our consolidated financial statements, as a change in our conclusion 91 would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated.
Our judgment when analyzing the status of an entity and whether we consolidate an entity could have a material impact on individual line items within our consolidated financial statements, as a change in our conclusion would have the effect of grossing up the assets, liabilities, revenues and expenses of the entity being evaluated.
The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits of the position are recognized.
The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits of the position are 85 recognized.
The fee typically covers investment advisory services and basic estate and wealth planning services. The more complex 69 estate and wealth planning services, as well as our Trustee service, and certain extended family office services, are typically billed separately, as a fixed or time-based amount.
The fee typically covers investment advisory services and basic estate and wealth planning services. The more complex estate and wealth planning services, as well as our Trustee service, and certain extended family office services, are typically billed separately, as a fixed or time-based amount.
Actual results may also differ from our estimates and judgments due to risks and uncertainties and changing circumstances, including uncertainty in the current economic environment due to geopolitical tensions, changes in market conditions, or other relevant 89 factors.
Actual results may also differ from our estimates and judgments due to risks and uncertainties and changing circumstances, including uncertainty in the current economic environment due to geopolitical tensions, changes in market conditions, or other relevant factors.
As of December 31, 2024, none of the Constellation Warrants have been exercised. On July 31, 2024, the Company issued the Allianz Warrants to purchase 5,000,000 shares of the Company’s Class A Common Stock. As of December 31, 2024, none of the Allianz Warrants have been exercised.
As of December 31, 2025, none of the Constellation Warrants have been exercised. On July 31, 2024, the Company issued the Allianz Warrants to purchase 5,000,000 shares of the Company’s Class A Common Stock.
Impact of Changes in Accounting on Recent and Future Trends We believe that none of the changes to US GAAP that went into effect during the year ended December 31, 2024, or that have been issued but that we have not yet adopted have substantively impacted our recent trends or are expected to substantively impact our future trends.
Impact of Changes in Accounting on Recent and Future Trends We believe that none of the changes to US GAAP that went into effect during the year ended December 31, 2025, or that have been issued but that we have not yet adopted have substantively impacted our recent trends or are expected to substantively impact our future trends.
Pointwise Deferred Consideration On May 9, 2024, AlTi acquired the remaining 50% of the issued and outstanding ownership and membership interest of PW, increasing its interest from 50% to 100%. The PW Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration was $8.0 million.
Pointwise Deferred Consideration On May 9, 2024, the Company acquired the remaining 50% of the issued and outstanding ownership and membership interest of PW, increasing its interest from 50% to 100%. The PW Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration was $8.0 million.
Contractual Obligations Tax Receivable Agreement As discussed in Note 20 (Commitments and Contingencies) to our consolidated financial statements included in this Annual Report, we may in the future be required to make payments under the TRA.
Contractual Obligations Tax Receivable Agreement As discussed in Note 21 (Commitments and Contingencies) to our consolidated financial statements included in this Annual Report, we may be required to make payments under the TRA in the future.
Depreciation and Amortization Expenses: Fixed assets are depreciated or amortized on a straight-line basis, with the corresponding depreciation and amortization expense included within depreciation and amortization in the Company’s Consolidated Statement of Operations.
Depreciation and Amortization Expenses: Fixed assets and intangible assets are depreciated and amortized on a straight-line basis, with the corresponding depreciation and amortization expense included within depreciation and amortization in the Company’s Consolidated Statement of Operations.
As of December 31, 2024, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of material loss to be remote. 87 Litigation From time to time, we may be named as a defendant in legal or regulatory actions.
As of December 31, 2025, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of material loss to be remote. Litigation From time to time, we may be named as a defendant in legal or regulatory actions.
Earn-out Liabilities: The fair values of our Business Combination Earn-out Securities liability, our AWMS earn-out liability, our EEA earn-out liability, our Envoi earn-out consideration liability, and our Envoi earn-out growth consideration liability were determined using various significant unobservable inputs.
Earn-out Liabilities: The fair values of our Business Combination Earn-out Securities liability, our EEA earn-out liability, our Envoi earn-out consideration liability, our Envoi earn-out growth consideration liability, and our Kontora earn-out liability were determined using various significant unobservable inputs.
Our incentive fees are not subject to clawback provisions. Wealth management clients in certain jurisdictions may also pay performance or incentive fees if their portfolio achieves returns in excess of an agreed benchmark or hurdle rate. Typically, such fees are paid annually upon crystallization and are not accrued prior to being earned.
Wealth management clients in certain jurisdictions may also pay performance or incentive fees if their portfolio achieves returns in excess of an agreed benchmark or hurdle rate. Typically, such fees are paid annually upon crystallization and are not accrued prior to being earned.
As of December 31, 2024, the Envoi earn-out consideration liability of $9.6 million and the Envoi earn-out growth consideration liability of $1.3 million are included in Earn-out liabilities, at fair value presented on the Consolidated Statement of Financial Position.
As of December 31, 2025 and December 31, 2024, the Envoi earn-out consideration liability of $8.2 million and $9.6 million, respectively, and the Envoi earn-out growth consideration liability of $1.6 million and $1.3 million, respectively, are included in Earn-out liabilities, at fair value presented on the Consolidated Statement of Financial Position.
The Company invoices clients based on the terms outlined in the signed customer contract (e.g., quarterly in arrears or in advance) based on the fair market value or net asset value.
The Company invoices clients based on the terms outlined in the signed customer contract (e.g., quarterly in arrears or in advance) based on the fair market value or NAV.
As of December 31, 2024 and December 31, 2023, the liability associated with the TRA was approximately $28.8 million and $17.6 million, respectively. Payments under the TRA that are on account of liabilities arising in connection with the Business Combination will be revalued at the end of each reporting period with the gain or loss recognized in earnings.
As of December 31, 2025 and 2024, the liability associated with the TRA was approximately $25.7 million and $28.8 million, respectively. Payments under the TRA that are on account of liabilities arising in connection with the Business Combination will be revalued at the end of each reporting period with the gain or loss recognized in earnings.
As of December 31, 2024 and December 31, 2023, the Company carried $9.4 million and $13.2 million, respectively, of its TRA liability at fair value, as it is contingent consideration from the Business Combination. The remaining portion of the TRA liability is carried at a value equal to the expected future payments under the TRA.
As of December 31, 2025 and 2024, the Company carried $8.8 million and $9.4 million, respectively, of its TRA liability at fair value, as it is contingent consideration from the Business Combination. The remaining portion of the TRA liability is carried at a value equal to the expected future payments under the TRA.
As of December 31, 2024, assuming no material changes in the relevant tax laws and that the Company generates sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain of AlTi’s assets, we expect to pay approximately $28.8 million under the TRA.
As of December 31, 2025, assuming no material changes in the relevant tax laws and that the Company generates sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain of AlTi’s assets, we expect to pay approximately $25.7 million under the TRA.
As of December 31, 2024, the fair value of the earn-out share liability was $29.9 million, which is included in Earn-out liabilities, at fair value presented on the Consolidated Statement of Financial Position.
As of December 31, 2025 and 2024, the fair value of the earn-out share liability was $25.3 million and $29.9 million, respectively, which is included in Earn-out liabilities, at fair value presented on the Consolidated Statement of Financial Position.
As of December 31, 2024, none of the Allianz Warrants have been exercised.
As of December 31, 2025, none of the Allianz Warrants have been exercised.
As of December 31, 2024, the Company repaid its debt outstanding under the bank credit facility (see Note 15 (Debt, net of unamortized deferred financing costs) to our consolidated financial statements included in this Annual Report) with the proceeds raised from the Allianz Transaction and the Constellation Transaction (see Note 1 (Description of the Business) to our consolidated financial statements included in this Annual Report).
Credit Agreement During the fourth quarter ended December 31 2024, the Company repaid its debt outstanding under the bank credit facility (see Note 16 (Debt, net of unamortized deferred financing costs) to our consolidated financial statements included in this Annual Report) with the proceeds raised from the Allianz Transaction and the Constellation Transaction (see Note 1 (Description of the Business) to our consolidated financial statements included in this Annual Report).
As of December 31, 2024 and December 31, 2023, the fair value of the earn-out share liability was $23.8 million and $62.4 million, respectively, which is included in Earn-out liabilities, at fair value presented on the Consolidated Statement of Financial Position.
As of December 31, 2025 and December 31, 2024, the fair value of the earn-out share liability was $15.3 million and $23.8 million, respectively, which is included in Earn-out liabilities, at fair value presented on the Consolidated Statement of Financial Position.
However, it is possible that the UK FCA may determine that certain breaches have occurred, and it may seek to impose financial penalties or other outcomes on one or more group entities, that may potentially be material. We intend to cooperate fully with the UK FCA as it conducts the investigations.
However, it is possible that the UK FCA may determine that certain breaches have occurred, and it may seek to impose financial penalties or other outcomes on one or more group entities, that may potentially be material.
The effective tax rate for the year ended December 31, 2023 differed from the statutory U.S. corporate tax rate primarily due to the tax impact of mark-to-market losses associated with contingent liabilities, equity consideration in the Business Combination, and goodwill impairment.
The effective tax rate for the year ended December 31, 2024 differed from the statutory U.S. corporate tax rate primarily due to the tax impact of mark-to-market losses associated with contingent liabilities, equity consideration in the Business Combination, and nondeductible professional fees incurred in connection with the Business Combination.
(j) Add-back of the impairment of goodwill. (k) Add-back of the amortization of the step-up in equity method investments. (l) Add-back of reported interest, depreciation, amortization, and tax adjustments of the Company’s equity method investments. (m) Add-back of the change in fair value of Preferred stock tranche liability.
(g) Add-back of impairment of carried interest/equity method investments and intangible assets. (h) Add-back of impairment of goodwill. (i) Add-back of the amortization of the step-up in equity method investments. (j) Add-back of reported interest, depreciation, amortization, and tax adjustments of the Company’s equity method investments. (k) Add-back of the change in fair value of preferred stock tranche liability.
Our sensitivity analysis considers a range of potential outcomes and their implications on financial reporting. Mitigating factors and risk management strategies are employed to address uncertainties and enhance the reliability of our financial disclosures. These disclosures provide stakeholders with insight into the robustness of our valuation methodologies and the degree of uncertainty inherent in our financial reporting process.
Mitigating factors and risk management strategies are employed to address uncertainties and enhance the reliability of our financial disclosures. These disclosures provide stakeholders with insight into the robustness of our valuation methodologies and the degree of uncertainty inherent in our financial reporting process.
The investigations are focused primarily on whether any false or misleading statements were made in relation to Home REIT and/or HLIF and/or whether these group entities breached other FCA rules and/or principles.
The investigations relate to the historic management of Home REIT and/or HLIF by certain legacy Alvarium companies. The investigations are focused primarily on whether any false or misleading statements were made in relation to Home REIT and/or HLIF and/or whether these group entities breached other FCA rules and/or principles.
On March 13, 2025, the settlement amount of $5.1 million was paid. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with US GAAP. In applying many of these accounting principles, we need to make assumptions, estimates, and/or judgments that affect the reported amounts of assets, liabilities, revenues, and expenses in our consolidated financial statements.
Critical Accounting Estimates We prepare our consolidated financial statements in accordance with US GAAP. In applying many of these accounting principles, we need to make assumptions, estimates, and/or judgments that affect the reported amounts of assets, liabilities, revenues, and expenses in our consolidated financial statements.
Investing Activities Net cash used in investing activities of $75.7 million during the year ended December 31, 2024, was driven primarily by the deployment of approximately $95.9 million of capital related to the acquisition of EEA, Pointwise, Envoi and equity method investments, partially offset by approximately $48.9 million of proceeds from the sales of FOS and LRA.
Net cash used in investing activities of $108.0 million during the year ended December 31, 2024, was primarily driven by the deployment of approximately $116.3 million of capital related to the acquisition of EEA, Pointwise, and Envoi and equity method investments, partially offset by approximately $16.7 million of proceeds from the sale of FOS.
Business Combination Earn-out Under the terms of the Business Combination, upon Closing, the Sponsor and the selling shareholders of TWMH, TIG, and Alvarium became entitled to receive earn-out shares contingent on various share price milestones.
As of December 31, 2025, none of the Allianz Warrants have been exercised. 80 Business Combination Earn-out Under the terms of the Business Combination, upon Closing, the Sponsor and the selling shareholders of TWMH, TIG, and Alvarium became entitled to receive earn-out shares contingent on various share price milestones.
These revenue streams fall broadly into four categories: (i) recurring management, advisory, trustee, or administration fees; (ii) performance or incentive fees; (iii) distributions from investments and (iv) other income or fees: • Management, advisory, trustee, and administration fees are historically more predictable across market conditions than our other revenue sources.
Fee Structure The Company generates a diverse array of revenue streams that fall broadly into four categories: (i) recurring management, advisory, trustee, or administration fees (“management fees”); (ii) performance or incentive fees; (iii) distributions from investments and (iv) other income or fees: • Management Fees Management, advisory, trustee, and administration fees are the Company’s primary source of revenue, and are historically more predictable across market conditions than our other revenue sources.
(k) Add-back of the amortization of the step-up in equity method investments. (l) Add-back of reported interest, depreciation, amortization, and tax adjustments of the Company’s equity method investments. (m) Add-back of the change in fair value of Preferred stock tranche liability.
(g) Add-back of impairment of carried interest/equity method investments and intangible assets. (h) Add-back of impairment of goodwill. (i) Add-back of the amortization of the step-up in equity method investments. 70 (j) Add-back of reported interest, depreciation, amortization, and tax adjustments of the Company’s equity method investments. (k) Add-back of the change in fair value of preferred stock tranche liability.
While the sale of AHRA occurred prior to the Business Combination, under GAAP, its results were required to be consolidated in our financial statements until June 30, 2023, when it was deconsolidated.
AlTi was formed on January 3, 2023, through the Business Combination that included certain legacy Alvarium companies, including AFM UK. While the sale of AHRA occurred prior to the Business Combination, under GAAP, its results were required to be consolidated in our financial statements until June 30, 2023, when it was deconsolidated.
The effective tax rate for the year ended December 31, 2024 differed from the statutory U.S. corporate tax rate generally due to the impact of a valuation allowance with respect to deferred tax assets generated in the Company’s 82 subsidiaries in the U.K. and in the Company’s investment in subsidiary, the portion of income allocated to noncontrolling interests, and goodwill impairment.
The effective tax rate for the year ended December 31, 2025 differed from the statutory U.S. corporate tax rate primarily due to the portion of income allocated to noncontrolling interests, state and local taxes, and the impact of a full valuation allowance on the Company’s deferred tax assets, including those generated in the Company’s subsidiaries in the U.S. and the U.K. and its investment in Umbrella.
The total purchase consideration transferred includes cash consideration, equity consideration and estimated deferred consideration of $3.3 million. As of December 31, 2024, the fair value of the deferred consideration was $3.3 million, which is included in Other liabilities presented on the Consolidated Statement of Financial Position.
The total purchase consideration transferred includes cash consideration, equity consideration and estimated deferred consideration of $3.3 million. The deferred consideration was measured at fair value at the acquisition date, and as of December 31, 2024, amounted to $3.3 million, and was recorded within the Other liabilities line item in the Consolidated Statement of Financial Position.
(g) Add-back of the change in fair value of the earnout liabilities. (h) Add-back of cost to implement organization change to derive cost synergy, including consulting fees, severance charges, technology implementation costs, and bad debt expense related to strategic portfolio realignment. (i) Add-back of impairment of carried interest/equity method investments and intangible assets. (j) Add-back of the impairment of goodwill.
(d) Add-back of the change in fair value of the earnout liabilities. (e) Add-back of the change in fair value of the TRA liability. (f) Add-back of cost to implement organization change to derive cost synergy, including consulting fees, severance charges, technology implementation costs, and bad debt expense related to strategic portfolio realignment.
On August 31, 2023, holders of Class B Units exchanged 1,813,248 Class B Paired Interests with the Company, for shares of Class A Common Stock on a 1:1 basis totaling an amount equal to $7.31 multiplied by the total number of shares of Class A Common Stock received at the time of the transaction.
As of December 31, 2025, holders of Class B Units have exchanged a total of 10,844,400 Class B Paired Interests with the Company, for shares of Class A Common Stock on a 1:1 basis totaling an amount equal to the weighted average price of $5.68 multiplied by the total number of shares of Class A Common Stock received at the time of the transactions.
Depending on the fund, the incentive fee component can range from 15% to 35% of the net profit/income, in excess of a 10% return hurdle. International Real Estate Income Real Estate Fund Advisory Fees We earn management fees in our International Real Estate segment through private real estate fund advisory and recurring fees.
Depending on the fund, the incentive fee component can range from 15% to 35% of the net profit/income, in excess of a 10% return hurdle.
Incentive Fees TIG Arbitrage is entitled to receive incentive fees from the assets it manages if certain performance returns have been achieved. These incentive fees range from 15% to 20% of net profits. In compliance with ASC 606, we recognize these fees only when it is probable that a significant revenue reversal will not occur.
These incentive fees range from 15% to 20% of net profits. In compliance with ASC 606, we recognize these fees only when it is probable that a significant revenue reversal will not occur. Our incentive fees are not subject to clawback provisions.
We conduct regular assessments for triggering events or changes in circumstances that may necessitate goodwill impairment 90 testing. These disclosures ensure stakeholders understand the methodologies, assumptions, and sensitivities involved in our goodwill impairment testing process.
We conduct regular assessments for triggering events or changes in circumstances that may necessitate goodwill impairment testing. These disclosures ensure stakeholders understand the methodologies, assumptions, and sensitivities involved in our goodwill impairment testing process. We conduct sensitivity analyses on key inputs and assumptions used in fair value measurements and critical accounting estimates to assess the potential impact on financial results.
Reconciliation of Consolidated US GAAP Financial Measures to Certain Non-US GAAP Measures We use Adjusted Net Income and Adjusted EBITDA as non-US GAAP measures to assess and track our performance.
Reconciliation of Consolidated US GAAP Financial Measures to Certain Non-US GAAP Measures We use Adjusted Net Income and Adjusted EBITDA as non-US GAAP measures to assess and track our performance. Adjusted Net Income and Adjusted EBITDA as presented in this Annual Report are supplemental measures of our performance that are not required by, or presented in accordance with, US GAAP.
It also includes carried interest payments we earn on co-investment. These fees, being performance related, are variable in nature and more susceptible to impact from exogenous factors.
Incentive Fees Incentive or performance fees are comprised primarily of annual performance or incentive fees which may be earned by providing investment management and advisory as well as fund management activities. It also includes carried interest payments we earn on co-investment. These fees, being performance related, are variable in nature and more susceptible to impact from exogenous factors.
We conduct sensitivity analyses on key inputs and assumptions used in fair value measurements and critical accounting estimates to assess the potential impact on financial results. Changes in assumptions, such as discount rates, growth rates, or market multiples, are carefully evaluated to understand their effect on the fair value of assets, liabilities, or reporting units.
Changes in assumptions, such as discount rates, growth rates, or market multiples, are carefully evaluated to understand their effect on the fair value of assets, liabilities, or reporting units. Our sensitivity analysis considers a range of potential outcomes and their implications on financial reporting.
The recurring nature of these fees is underpinned by the client retention rate of wealth management services which means that these fees are also relatively stable. • Incentive or performance fees are comprised primarily of annual performance or incentive fees which may be earned by providing investment management and advisory as well as fund management activities.
These fees are recurring in nature (usually being annual or quarterly fees) and are earned from investment management, investment advisory, trusts, and family office services. The recurring nature of these fees is underpinned by the client retention rate of wealth management services which means that these fees are also relatively stable.
Our calculations of AUM and AUA may differ from the calculation methodologies of other wealth managers and, as a result, this measure may not be comparable to similar measures presented by other wealth managers. 76 The table below presents the change in our total AUM for the wealth management businesses within the Wealth & Capital Solutions segment for the periods indicated: (Dollars in Millions) For the Year Ended AUM December 31, 2024 December 31, 2023 Beginning Balance: $ 34,525 $ 27,961 Net client change (1,579) 1,352 Cash Flow, net (1,722) 328 Market Performance, net 3,558 3,184 Assets subject to change in billing methodology (415) — Prior Quarter Adj / Regulation change 31 — Acquisitions 8,693 1,700 Ending Balance: $ 43,091 $ 34,525 Average AUM $ 38,808 $ 31,243 Wealth & Capital Solutions - AUA AUA includes all assets we manage as defined above, oversee, and report on.
The table below presents the change in our total AUM for our operating segment for the periods indicated: (Dollars in Millions) For the Year Ended AUM December 31, 2025 December 31, 2024 Beginning Balance: $ 43,091 $ 34,525 Net client change 277 (1,579) Cash Flow, net (1,089) (1,722) Market Performance, net 4,284 3,558 Assets subject to change in billing methodology — (415) Prior Quarter Adj / Regulation change — 31 Acquisitions (dispositions) 1,378 8,693 Ending Balance: $ 47,941 $ 43,091 Average AUM $ 45,516 $ 38,808 72 AUA AUA includes all assets we manage as defined above, oversee, and report on.
Envoi Earn-out Liability On July 1, 2024, the Company purchased substantially all of the assets of Envoi pursuant to the terms of the Envoi Acquisition. The Envoi Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $34.3 million.
The Envoi Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $34.3 million.
Net cash used in investing activities of $132.9 million during the year ended December 31, 2023, was driven primarily by transactions with legacy TWMH and TIG shareholders in connection with the Business Combination, as well as the acquisitions of ALWP and AWMS and additional investments in certain external managers. 84 Financing Activities Net cash provided by financing activities of $174.3 million during the year ended December 31, 2024, primarily resulted from the issuance of common and preferred equity to Allianz and Constellation, net of transaction costs paid, partially offset by the net pay down of our credit facility, member distributions, and tax payments associated with settlements of equity compensation awards.
Net cash provided by financing activities of $174.3 million for the year ended December 31, 2024, primarily resulted from the issuance of common and preferred equity, net of transaction costs paid, partially offset by the 79 net pay down of our credit facility, member distributions, and tax payments associated with settlements of equity compensation awards.
See Note 2 (Summary of Significant Accounting Policies) to our consolidated financial statements included in this Annual Report for additional detail. AWMS Earn-out Liability On August 2, 2023, the Company acquired the remaining 70% of the issued and outstanding ownership and membership interests of AWMS, increasing its interest from 30% to 100%.
See Note 2 (Summary of Significant Accounting Policies) to our consolidated financial statements included in this Annual Report for additional detail. East End Advisors Contingent Consideration On April 1, 2024, the Company acquired all of the issued and outstanding ownership and membership interests of EEA.
(g) Add-back of the change in unrealized gains/losses related primarily to the TRA liability. 73 (h) Add-back of cost to implement organization change to derive cost synergy, including consulting fees, severance charges, technology implementation costs, and bad debt expense related to strategic portfolio realignment. (i) Add-back of impairment of intangible assets and carried interest/equity method investments.
(d) Add-back of the change in fair value of the earnout liabilities. (e) Add-back of the change in fair value of the TRA liability. 71 (f) Add-back of cost to implement organization change to derive cost synergy, including consulting fees, severance charges, technology implementation costs, and bad debt expense related to strategic portfolio realignment.
(b) Add-back of non-cash expense related to awards of Class A Common stock (approved pre-Business Combination). (c) Add-back of transaction expenses related to the Business Combination, subsequent acquisitions or divestitures, and issuance of preferred and common stock, including compensation arrangements, legal fees, accounting advisory fees, litigation settlements, and M&A-related audit fees among others.
(b) Add-back of transaction expenses related to the Business Combination, subsequent acquisitions or divestitures, and issuance of preferred and common stock, including compensation arrangements, legal fees, accounting fees, litigation settlements, technology implementations, consultancy fees, among others. (c) Add-back of the change in fair value of investments held at fair value and non-recurring realized (gain)/loss on sale.
(b) Add-back of non-cash expense related to awards of Class A Common stock (approved pre-Business Combination). (c) Add-back of transaction expenses related to the Business Combination, subsequent acquisitions or divestitures, and issuance of preferred and common stock, including compensation arrangements, legal fees, accounting advisory fees, litigation settlements, and M&A-related audit fees among others.
(b) Add-back of transaction expenses related to the Business Combination, subsequent acquisitions or divestitures, and issuance of preferred and common stock, including compensation arrangements, legal fees, accounting fees, litigation settlements, technology implementations, consultancy fees, among others. (c) Add-back of the change in fair value of investments held at fair value and non-recurring realized (gain)/loss on sale.
The facility, which had a term of five years and was comprised of a $150.0 million revolving credit facility and a $100.0 million term loan facility, was to be used to pay down subsidiary debt and fund growth initiatives.
The facility, which had a term of five years and was comprised of a $150.0 million revolving credit facility and a $100.0 million term loan facility, was to be used to pay down subsidiary debt and fund growth initiatives. 78 Cash Flows For the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 The following tables and discussion summarize our Consolidated Statement of Cash Flows by activity attributable to AlTi for the periods indicated.
As a result, performance and incentive fees provide potential upside to our revenues in the future and, in our view, can be highly accretive to our profitability. • Distributions from investments are generated from the equity interests we have in three external managers. Distributions from each external manager are recorded upon receipt of the distribution.
Distributions from Investments Distributions from investments are generated from the equity interests we have in three external managers. Distributions from each external manager are recorded upon receipt of the distribution. These distributions are generated through our equity interest in the external manager’s management fees and incentive fees.
The management fee component of the distributions is recurring in nature, while the incentive portion, which is performance based, is more susceptible to impact from exogenous factors. • Other income or fees included transaction fees from businesses we have exited such as strategic advisory, corporate advisory, brokerage, and placement agency services.
The management fee component of the distributions is recurring in nature, while the incentive portion, which is performance based, is more susceptible to impact from exogenous factors.
AFM UK was its alternative investment fund manager (“AIFM”) until August 21, 2023 and AHRA was its investment adviser until June 30, 2023. Services are no longer provided by any AlTi companies or any legacy Alvarium companies to Home REIT. AFM UK is a wholly owned subsidiary of the Company.
AFM UK, a wholly owned subsidiary of the Company, is one of the International Real Estate entities which entered into administration, and was Home REIT’s alternative investment fund manager (“AIFM”) until August 21, 2023 and AHRA was its investment adviser until June 30, 2023.
In February 2024, the UK FCA commenced investigations into the historic performance of certain group entities, in their services to Home REIT and/or HLIF, and whether they breached certain civil or criminal regulatory rules and/or principles. The investigations relate to the historic management of Home REIT and/or HLIF by certain legacy Alvarium companies.
Like AHRA, SHIA was permitted to perform certain limited regulated activities as an “appointed representative” of its regulated principal firm, ARE. In February 2024, the UK FCA commenced investigations into the historic performance of certain International Real Estate entities, in their services to Home REIT and/or HLIF, and whether they breached certain civil or criminal regulatory rules and/or principles.
Tolleson Wealth Management The Company was involved in a dispute with Tolleson Wealth Management (“Tolleson”) related to alleged improper solicitation of Tolleson’s clients and employees. Certain former Tolleson employees who joined AlTi were party to Tolleson employment agreements which contained a one-year client and employee non-solicit and a lost client fee clause.
Certain former Tolleson employees who joined AlTi were party to Tolleson employment agreements which contained a one-year client and employee non-solicit and a lost client fee clause requiring payment for lost revenue. In September 2024, despite offers by the Company to pay for the departed clients, Tolleson filed a lawsuit against AlTi and the former Tolleson employees.
The settlement consisted of $4.1 million related to 125% of one year of lost revenue for Tolleson and $1 million in attorneys’ fees to be paid by the Company to Tolleson. The Company and Tolleson entered a binding settlement agreement on February 19, 2025, memorializing the terms agreed to in mediation and concluding this matter.
The parties reached an agreement later in September 2024, dismissing the litigation and agreeing to mediation. The Company and Tolleson entered a binding settlement agreement on February 19, 2025, memorializing the terms agreed to in mediation and concluding this matter. On March 13, 2025, the settlement amount of $5.1 million was paid by the Company to Tolleson.
Management and advisory fees for the year ended December 31, 2024 increased by $9.6 million compared to the year ended December 31, 2023. This increase was driven by higher fees in Wealth & Capital Solutions, primarily due to the inclusion of EEA and Envoi in our results, strong market performance, and other organic growth over the past year.
Management and advisory fees for the year ended December 31, 2025, increased by $15.8 million compared to the year ended December 31, 2024. This increase was driven by higher fees due to rising AUM amounts year over year in our wealth management practice partially driven by the acquisition of Kontora.
The Company receives distributions from External Strategic Managers through profit or revenue sharing arrangements that are generated through management and incentive fees based on performance of the underlying investments. Other Fees The Company generates arrangement fees in its co-investment division by arranging private debt or equity financing, generally in connection with an acquisition.
The Company receives distributions from External Strategic Managers through profit or revenue sharing arrangements that are generated through recurring management fees and non-recurring incentive fees based on performance of the underlying investments. 74 Other Fees Other income or fees primarily include transaction fees, which are generally non-recurring in nature, are typically commission based, and are received upon the successful completion of a transaction.
AUM: $45.1 billion AUA: $75.7 billion Wealth & Capital Solutions AUM: $44.8 billion AUA: $67.3 billion International Real Estate AUM: $0.3 billion AUA: $8.4 billion Wealth & Capital Solutions - AUM AUM refers to the market value of all assets that we manage, provide discretionary investment advisory services on, and have execution responsibility for.
Operating Metrics We monitor certain operating metrics that are common to the wealth and asset management industry, which are discussed below. AlTi Global, Inc. AUM: $49.7 billion AUA: $93.1 billion AUM AUM refers to the market value of all assets that we manage, provide discretionary investment advisory services on, and have execution responsibility for.
Incentive fees for the year ended December 31, 2024 decreased by $40.1 million compared to the year ended December 31, 2023. This decrease was primarily due to lower performance in the current year period in the TIG Arbitrage strategy within Wealth & Capital Solutions, resulting in higher crystallized incentive fees in the prior period compared to the current year period.
This increase is attributable to increased investment performance resulting in crystallized incentive fees in the TIG Arbitrage strategy for the current year, which led to higher incentive fees compared to the prior year. Distributions from investments. Distributions from investments for the year ended December 31, 2025 increased by $8.5 million compared to the year ended December 31, 2024.
This decrease was primarily driven by lower transactional income in International Real Estate, which generated $688 thousand in fees for the year ended December 31, 2024, compared to $5.0 million for the year ended December 31, 2023. 81 Expenses Compensation expense.
Other fees and income for the year ended December 31, 2025 increased by $0.8 million compared to the year ended December 31, 2024. This increase was primarily driven by higher transactional income related to the Company’s acquisition of Kontora. Expenses Compensation expense.
Our net operating cash outflow of $81.7 million for the year ended December 31, 2023, primarily reflects the Company’s net operating loss for the period, as operating expenses exceeded revenues.
Our net operating cash outflow of $16.2 million for the year ended December 31, 2024, was primarily driven by the Company’s net operating loss from continuing operations for the period, as operating expenses exceeded revenues, as well as a decrease in Accrued compensation and profit sharing of $15.8 million.
As of December 31, 2024 and December 31, 2023, the AWMS earn-out liability of $0.0 million and $1.1 million, respectively, is reported in Earn-out liabilities, at fair value, in the Consolidated Statement of Financial Position. East End Advisors Contingent Consideration On April 1, 2024, the Company acquired all of the issued and outstanding ownership and membership interests of EEA.
As of December 31, 2025, the Kontora earn-out liability of $7.0 million is reported in the Earn-out liabilities, at fair value, in the Consolidated Statement of Financial Position.
Our business is organized into two operating segments - Wealth & Capital Solutions and International Real Estate: • in our Wealth & Capital Solutions segment, we provide holistic solutions for our wealth management and OCIO clients through a comprehensive array of wealth management services, including discretionary investment management services, non-discretionary investment advisory services, trust services, administration services, and family office services.
We provide holistic solutions for our wealth management and Outsourced Chief Investment Officer (“OCIO”) clients through an array of services, including discretionary investment management services, non-discretionary investment advisory services, estate and wealth planning, trust and fiduciary, governance and education, philanthropy and purposeful giving, and family office services.
For the specific components and calculations of these non-US GAAP measures, as well as a reconciliation of these measures to the most comparable measure in accordance with US GAAP, see “Reconciliation of Consolidated US GAAP Financial Measures to Certain Non-US GAAP Measures.” 72 The following table presents the non-US GAAP financial measures for the periods indicated: For the Year Ended Favorable (Unfavorable) (Dollars in Thousands) December 31, 2024 December 31, 2023 $ Change Revenues Management/advisory fees $ 190,455 $ 180,861 $ 9,594 Incentive fees 3,256 43,377 (40,121) Distributions from investments 12,304 17,185 (4,881) Other income/fees 920 5,494 (4,574) Total Revenues 206,935 246,917 (39,982) Net income (loss) (174,305) (311,215) 136,910 Interest expense 22,146 14,501 7,645 Income tax expense (benefit) (21,133) (10,534) (10,599) Depreciation & Amortization 14,552 17,039 (2,487) EBITDA Reported (158,740) (290,209) 131,469 Stock based compensation (a) 24,215 25,225 (1,010) Stock based compensation - Legacy (b) (77) 24,697 (24,774) Transaction expenses (c) 40,368 43,597 (3,229) Change in fair value of warrant liabilities (d) — 12,866 (12,866) Change in fair value on investments and non-recurring realized gain/losses on sales (e) 5,573 (4,684) 10,257 Change in fair value of earnout liabilities (f) (30,727) (31,126) 399 Change in fair value of TRA liability (g) (3,855) 233 (4,088) Organization streamlining cost (h) 18,202 12,076 6,126 Impairment (non-cash) (i) 53,390 73,594 (20,204) Impairment goodwill (j) 69,724 153,859 (84,135) Losses on EMI/Carried Interest (non-cash) (k) (3,292) 5,017 (8,309) EMI Adjustments (Interest, Depreciation, Taxes & Amortization) (l) 1,619 2,889 (1,270) Change in fair value of Preferred stock tranche liability (m) (600) — (600) Adjusted EBITDA $ 15,800 $ 28,034 $ (12,234) (a) Add-back of non-cash expense related to awards of Class A Common stock (approved post-Business Combination).
Adjusted Net Income represents net income (loss) before taxes adjusted for the components outlined in the following table which presents the non-US GAAP financial measures for the periods indicated: 69 For the Year Ended Favorable (Unfavorable) (Dollars in Thousands) December 31, 2025 December 31, 2024 $ Change Revenues Management/advisory fees $ 198,410 $ 182,599 $ 15,811 Incentive fees 34,708 3,256 31,452 Distributions from investments 20,837 12,304 8,533 Other income/fees 1,001 231 770 Total Revenues 254,956 198,390 56,566 Net income (loss) from continuing operations (123,717) (102,248) (21,469) Interest expense 347 22,134 (21,787) Income tax expense (benefit) from continuing operations 18,588 (20,856) 39,444 Depreciation & Amortization 18,446 14,427 4,019 EBITDA Reported (86,336) (86,543) 207 Stock-based compensation (a) 31,671 24,215 7,456 Transaction expenses (b) 25,571 36,462 (10,891) Change in fair value of investments and non-recurring realized (gain)/loss on sales (c) 5,014 6,526 (1,512) Change in fair value of earnout liabilities (d) (3,280) (30,727) 27,447 Change in fair value of TRA liability (e) (5,372) (3,855) (1,517) Organization streamlining cost (f) 34,046 5,686 28,360 Impairment (non-cash) (g) 35,000 47,989 (12,989) Impairment of goodwill (h) — 29,367 (29,367) (Gains)/Losses on EMI/Carried Interest (non-cash) (i) — (4,486) 4,486 EMI Adjustments (Interest, Depreciation, Taxes & Amortization) (j) — 10 (10) Change in fair value of preferred stock tranche liability (k) (1,530) (600) (930) Adjusted EBITDA $ 34,784 $ 24,044 $ 10,740 (a) Add-back of non-cash expense related to awards of Class A Common stock.
Consummation of the Allianz Transaction closed as of July 31, 2024. Refer to Note 1 (Description of the Business) in our accompanying consolidated financial statements for additional details. Concurrently with the Company’s execution of the Allianz Investment Agreement, the Company entered into an Investment Agreement with Constellation (the “Constellation Investment Agreement”).
Consummation of the Allianz Transaction closed as of July 31, 2024. Refer to Note 1 (Description of the Business) in our accompanying consolidated financial statements for additional details. On May 13, 2025, Allianz exercised the Allianz Tranche Right (as defined below) to purchase an additional 18,471 shares of Series A Preferred Stock at $1,000 per share for $18.5 million .
Compensation expense for the year ended December 31, 2024 decreased by $38.4 million compared to the year ended December 31, 2023. This decrease was primarily due to lower compensation costs tied to the performance of the Arbitrage strategy and other organizational streamlining initiatives undertaken since the second quarter of 2023. Non-compensation expense.
Compensation expense for the year ended December 31, 2025 increased by $33.7 million compared to the year ended December 31, 2024. This increase was primarily due to higher 76 compensation costs tied to acquisition-driven compensation and benefits, acquisition-related earn-outs and new equity grants and to organizational streamlining initiatives that continue to be undertaken in 2025. Non-compensation expense.
The AWMS Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $16.8 million. The total purchase consideration transferred includes cash consideration, equity 86 consideration, deferred cash consideration, earn-out consideration, (or AWMS earn-out liability), and the payment of assumed liabilities.
Kontora Earn-out Consideration On April 30, 2025, the Company acquired all of the issued and outstanding ownership interests of Kontora. The Kontora Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $15.7 million.
AHRA was owned by ARE (another wholly owned subsidiary of the Company) up until December 30, 2022, when it was sold. AlTi was formed on January 3, 2023, through the Business Combination that included certain legacy Alvarium companies, including AFM UK.
Services are no longer provided by any AlTi companies or any legacy Alvarium companies to Home REIT. AHRA was owned by ARE (another wholly owned subsidiary of the Company, and one of the International Real Estate entities which entered into administration) up until December 30, 2022, when it was sold.
The table below presents the change in our total AUA for the wealth management businesses within the Wealth & Capital Solutions segment for the periods indicated: (Dollars in Millions) For the Year Ended AUA December 31, 2024 December 31, 2023 Beginning Balance: $ 51,036 $ 42,541 Change 9,437 8,495 Ending Balance: $ 60,473 $ 51,036 Average AUA $ 55,755 $ 46,789 Within the Alternatives platform, assets consist of assets managed by TIG Arbitrage (AUM $1.7 billion and $2.4 billion as of December 31, 2024 and December 31, 2023, respectively), and the External Strategic Managers (AUA $5.1 billion and $5.3 billion as of December 31, 2024 and December 31, 2023, respectively). 77 The tables below present the change in our total AUM/AUA by strategy and product for our alternatives platform for the year ended December 31, 2024 and December 31, 2023: Alternatives Platform (Dollars in Millions) AUM/AUA at January 1, 2024 Gross Appreciation New Investments Subscriptions Redemptions Distributions AUM/AUA at December 31, 2024 Average AUM/AUA TIG Arbitrage $ 2,382 $ 14 $ — $ 292 $ (947) $ (22) $ 1,719 $ 2,051 External Strategic Managers: Real Estate Bridge Lending Strategy (1) $ 2,194 $ (141) $ — $ — $ — $ (34) $ 2,019 $ 2,107 European Equities $ 1,676 $ 216 $ — $ 431 $ (418) $ (57) $ 1,848 $ 1,762 Asian Credit and Special Situation $ 1,388 $ 233 $ — $ 67 $ (382) $ (46) $ 1,260 $ 1,324 External Strategic Managers Subtotal $ 5,258 $ 308 $ — $ 498 $ (800) $ (137) $ 5,127 $ 5,193 Total $ 7,640 $ 322 $ — $ 790 $ (1,747) $ (159) $ 6,846 $ 7,243 (Dollars in Millions) AUM/AUA at January 1, 2023 Gross Appreciation New Investments Subscriptions Redemptions Distributions AUM/AUA at December 31, 2023 Average AUM/AUA TIG Arbitrage $ 3,027 $ 290 $ — $ 769 $ (1,637) $ (67) $ 2,382 $ 2,705 External Strategic Managers: Real Estate Bridge Lending Strategy (1) $ 2,153 $ 138 $ — $ 28 $ (88) $ (37) $ 2,194 $ 2,174 European Equities $ 1,632 $ 40 $ — $ 212 $ (182) $ (26) $ 1,676 $ 1,654 Asian Credit and Special Situation $ 1,498 $ 30 $ — $ 85 $ (197) $ (28) $ 1,388 $ 1,443 External Strategic Managers Subtotal $ 5,283 $ 208 $ — $ 325 $ (467) $ (91) $ 5,258 $ 5,271 Total $ 8,310 $ 498 $ — $ 1,094 $ (2,104) $ (158) $ 7,640 $ 7,976 (1) The fair value of this investment is reported on a one-month lag from the fund financial statements due to timing of the information provided by the fund and third-party entity unless information is available on a more timely basis.
The tables below present the change in our total AUM/AUA by strategy and product for our alternatives platform for the year ended December 31, 2025 and 2024: Alternatives Platform (Dollars in Millions) AUM/AUA at January 1, 2025 Gross Appreciation New Investments Subscriptions Redemptions Distributions AUM/AUA at December 31, 2025 Average AUM/AUA Change TIG Arbitrage $ 1,719 $ 235 $ 163 $ 339 $ (647) $ (48) $ 1,761 $ 1,740 $ 42 External Strategic Managers: Real Estate Bridge Lending Strategy $ 2,019 $ (65) $ — $ — $ — $ (63) $ 1,891 $ 1,955 $ (128) European Equities $ 1,848 $ 430 $ — $ 373 $ (50) $ (99) $ 2,502 $ 2,175 $ 654 Asian Credit and Special Situation $ 1,260 $ 86 $ — $ 53 $ (254) $ (26) $ 1,119 $ 1,190 $ (141) External Strategic Managers Subtotal $ 5,127 $ 451 $ — $ 426 $ (304) $ (188) $ 5,512 $ 5,320 $ 385 Total $ 6,846 $ 686 $ 163 $ 765 $ (951) $ (236) $ 7,273 $ 7,060 $ 427 73 (Dollars in Millions) AUM/AUA at January 1, 2024 Gross Appreciation New Investments Subscriptions Redemptions Distributions AUM/AUA at December 31, 2024 Average AUM/AUA Change TIG Arbitrage $ 2,382 $ 14 $ — $ 292 $ (947) $ (22) $ 1,719 $ 2,051 $ (663) External Strategic Managers: Real Estate Bridge Lending Strategy $ 2,194 $ (141) $ — $ — $ — $ (34) $ 2,019 $ 2,107 $ (175) European Equities $ 1,676 $ 216 $ — $ 431 $ (418) $ (57) $ 1,848 $ 1,762 $ 172 Asian Credit and Special Situation $ 1,388 $ 233 $ — $ 67 $ (382) $ (46) $ 1,260 $ 1,324 $ (128) External Strategic Managers Subtotal $ 5,258 $ 308 $ — $ 498 $ (800) $ (137) $ 5,127 $ 5,193 $ (131) Total $ 7,640 $ 322 $ — $ 790 $ (1,747) $ (159) $ 6,846 $ 7,244 $ (794) Components of Consolidated Results of Income Revenues Management/Advisory Fees For services provided to each client account, the Company charges investment management, custody, and/or trustee fees based on the fair value of the assets of such account (“Management/advisory fees”).
For the Year Ended Favorable (unfavorable) (Dollars in Thousands) December 31, 2024 December 31, 2023 $ Change Net cash used in operating activities $ (50,652) $ (81,706) $ 31,054 Net cash used in investing activities $ (75,685) $ (132,947) 57,262 Net cash provided by financing activities $ 174,259 $ 36,019 138,240 Effect of exchange rate on cash balances $ (673) $ 2,793 (3,466) Net increase (decrease) in cash and cash equivalents $ 47,249 $ (175,841) $ 223,090 Cash and cash equivalents increased by $47.2 million during 2024 primarily due to the Company’s net financing activities during the period, which included raising $400.0 million of common and preferred equity before transaction costs.
For the Year Ended Favorable (unfavorable) (Dollars in Thousands) December 31, 2025 December 31, 2024 $ Change Net cash used in operating activities $ (51,437) $ (16,188) $ (35,249) Net cash provided by (used in) investing activities $ 13,683 $ (107,974) 121,657 Net cash provided by financing activities $ 12,002 $ 174,313 (162,311) Effect of exchange rate on cash balances $ 2,579 $ (673) 3,252 Net increase (decrease) in cash and cash equivalents $ (23,173) $ 49,478 $ (72,651) Cash and cash equivalents decreased by $23.2 million during the year ended December 31, 2025 primarily due to the Company’s net operating activities during the period, partially offset by the Company’s net investing and financing activities during the period.
HLIF is a private fund which pursues a similar investment strategy to Home REIT.
There have been no material developments in the potential litigation relating to Home REIT since the appointment of administrators on July 11, 2025. HLIF HLIF is a private fund which pursues a similar investment strategy to Home REIT.
A portion of our operations is conducted through domestic and foreign corporations that are subject to corporate level taxes and for which we record current and deferred income taxes at the prevailing rates in the various jurisdictions in which these entities operate. 80 Results of Operations Consolidated Results of Operations – For the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 For the Year Ended Favorable (Unfavorable) (Dollars in Thousands) December 31, 2024 December 31, 2023 $ Change Revenues Management/advisory fees $ 190,455 $ 180,861 $ 9,594 Incentive fees 3,256 43,377 (40,121) Distributions from investments 12,304 17,185 (4,881) Other income/fees 920 5,494 (4,574) Total Revenues 206,935 246,917 (39,982) Expenses Compensation and employee benefits 169,889 208,255 (38,366) Non-compensation expenses 123,895 137,911 (14,016) Total Operating Expenses 293,784 346,166 (52,382) Other income (expenses) (108,589) (222,500) 113,911 Net loss before taxes (195,438) (321,749) 126,311 Income tax (expense)/benefit 21,133 10,534 10,599 Net (loss) income $ (174,305) $ (311,215) $ 136,910 Revenue Management / advisory fees.
A portion of our operations is conducted through domestic and foreign corporations that are subject to corporate level taxes and for which we record current and deferred income taxes at the prevailing rates in the various jurisdictions in which these entities operate. 75 Results of Operations Consolidated Results of Operations – For the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 For the Year Ended Favorable (Unfavorable) (Dollars in Thousands) December 31, 2025 December 31, 2024 $ Change Revenues Management/advisory fees $ 198,410 $ 182,599 $ 15,811 Incentive fees 34,708 3,256 31,452 Distributions from investments 20,837 12,304 8,533 Other income/fees 1,001 231 770 Total Revenues 254,956 198,390 56,566 Expenses Compensation and employee benefits 189,793 156,122 33,671 Non-compensation expenses 139,106 101,201 37,905 Total Operating Expenses 328,899 257,323 (71,576) Other income (expenses) (31,186) (64,171) 32,985 Net loss before taxes from continuing operations (105,129) (123,104) 17,975 Income tax (expense)/benefit from continuing operations (18,588) 20,856 (39,444) Net (loss) income from continuing operations $ (123,717) $ (102,248) $ (21,469) Revenue Management / advisory fees.
Net cash provided by financing activities of $36.0 million for the year ended September 30, 2023, primarily reflects the net proceeds from debt issuance and retirement, partially offset by member distributions.
Financing Activities Net cash provided by financing activities of $12.0 million during the year ended December 31, 2025, primarily resulted from the issuance of additional preferred stock, partially offset by cash payments on earn-outs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Movements in the exchange rate between currencies impact the management fees, carried interest and incentive fees earned by funds with fee paying AUM denominated in foreign currencies as well as by funds with fee paying AUM denominated in U.S. dollars that hold investments denominated in foreign currencies.
Movements in the exchange rate between currencies impact the management fees and incentive fees earned by funds with fee paying AUM denominated in foreign currencies as well as by funds with fee paying AUM denominated in U.S. dollars that hold investments denominated in foreign currencies.
When appropriate, we will use derivative financial instruments to hedge the net foreign currency exposure from certain direct investments denominated in foreign currencies and the cash flow exposure from our foreign based subsidiaries. 93
When appropriate, we will use derivative financial instruments to hedge the net foreign currency exposure from certain direct investments denominated in foreign currencies and the cash flow exposure from our foreign based subsidiaries. 87
The impact of changes in market risk on client specific liquidity or overall financial position, may result in clients changing their asset holdings, including increasing or decreasing the non-billable portion of their asset portfolios. Such changes will also impact our fees.
The impact of changes in market risk on client specific liquidity or overall financial position may result in clients changing their asset holdings, including increasing or decreasing the non-billable portion of their asset portfolios.
Credit Risk and Counterparty Risk We are party to agreements where we provide services, and such transactions contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the counterparty to make payment or otherwise perform.
Such changes will also impact our fees. 86 Credit Risk and Counterparty Risk We are party to agreements where we provide services, and such transactions contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the counterparty to make payment or otherwise perform.
Liquidity Risk See the disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AlTi Global, Inc. – Liquidity and Capital Resources” for a discussion of our liquidity risk. 92 Exchange Rate Risk We and our funds hold investments that are denominated in foreign currencies that may be affected by movements in the rate of exchange between those currencies and the U.S. dollar.
Exchange Rate Risk We and our funds hold investments that are denominated in foreign currencies that may be affected by movements in the rate of exchange between those currencies and the U.S. dollar.
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Liquidity Risk See the disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AlTi Global, Inc. – Liquidity and Capital Resources” for a discussion of our liquidity risk.

Other ALTI 10-K year-over-year comparisons