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What changed in GCM Grosvenor Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GCM Grosvenor Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+539 added−528 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-21)

Top changes in GCM Grosvenor Inc.'s 2025 10-K

539 paragraphs added · 528 removed · 446 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

106 edited+7 added−6 removed209 unchanged
Biggest changeIn general, the Composite Funds seek to achieve superior long-term, risk-adjusted rates of return with low volatility and low levels of correlation to the broad equity and fixed income markets. 22 Historical Performance of Private Market Strategies Realized and Partially Realized Investments As of September 30, 2024 ($ in millions, unless otherwise mentioned) Strategy Commitments Contributions Distributions Current Value Investment Net TVPI Investment Net IRR PME PME Index Private Equity Primary Fund Investments (1) $ 14,103 $ 15,377 $ 25,695 $ 2,292 1.82 13.5 % 9.9 % S&P 500 Secondary Investments (2) $ 585 $ 518 $ 717 $ 190 1.75 18.4 % 12.0 % S&P 500 Co-Investments/Direct Investments (3) $ 3,771 $ 3,587 $ 6,016 $ 1,466 2.09 20.8 % 14.9 % S&P 500 Infrastructure (4) Primary Fund Investments (4) $ 321 $ 358 $ 484 $ 155 1.79 12.4 % 6.4 % MSCI World Infrastructure Direct-Oriented Investments (4) $ 2,713 $ 2,653 $ 3,816 $ 952 1.80 14.7 % 5.9 % MSCI World Infrastructure Real Estate (5) $ 793 $ 808 $ 1,053 $ 56 1.37 13.9 % 9.7 % FNERTR Index Note: Returns for each strategy are presented from the date the firm established a dedicated team focused on such strategy through September 30, 2024.
Biggest changeHistorical Performance of Private Market Strategies Realized and Partially Realized Investments As of September 30, 2025 ($ in millions, unless otherwise mentioned) Strategy Commitments Contributions Distributions Current Value Investment Net TVPI Investment Net IRR PME PME Index Private Equity Primary Fund Investments (1) $ 14,899 $ 16,784 $ 27,881 $ 2,489 1.81 13.4 % 9.9 % S&P 500 Secondaries Investments (2) $ 585 $ 520 $ 747 $ 168 1.76 17.8 % 11.9 % S&P 500 Co-Investments/Direct Investments (3) $ 4,455 $ 4,239 $ 7,068 $ 1,343 1.98 18.8 % 14.5 % S&P 500 Infrastructure (4) Primary Fund Investments (4) $ 417 $ 463 $ 632 $ 176 1.74 11.8 % 6.2 % MSCI World Infrastructure Direct-Oriented Investments (4) $ 2,965 $ 2,916 $ 4,375 $ 932 1.82 14.5 % 5.2 % MSCI World Infrastructure Real Estate (5) $ 927 $ 964 $ 1,244 $ 101 1.39 13.6 % 9.7 % NFI-ODCE Index Note: Returns for each strategy are presented from the date the firm established a dedicated team focused on such strategy through September 30, 2025.
Secondaries Secondaries are typically investments in funds through secondary market purchases of existing fund interests from existing limited partners in those funds. Institutional investors utilize the secondary market for strategic portfolio rebalancing, rationalizing overlapping positions resulting from mergers and acquisitions or providing liquidity when facing cash constraints.
Secondaries Investments Secondaries are typically investments in funds through secondary market purchases of existing fund interests from existing limited partners in those funds. Institutional investors utilize the secondary market for strategic portfolio rebalancing, rationalizing overlapping positions resulting from mergers and acquisitions or providing liquidity when facing cash constraints.
Investment net returns are net of investment-related fees and expenses, including fees paid to underlying managers, but do not reflect management fees, performance fees, or carried interest to GCM Grosvenor or any expenses of any account or vehicle GCM Grosvenor manages.
Investment net returns are net of investment-related fees and expenses, including fees paid to underlying managers, but do not reflect management fees, performance fees, or carried interest to GCM Grosvenor or any expenses of any account or vehicle GCM Grosvenor manages.
Investment net returns are net of investment-related fees and expenses, including fees paid to underlying managers, but do not reflect management fees, performance fees, or carried interest to GCM Grosvenor or any expenses of any account or vehicle GCM Grosvenor manages.
Investment net returns are net of investment-related fees and expenses, including fees paid to underlying managers, but do not reflect management fees, performance fees, or carried interest to GCM Grosvenor or any expenses of any account or vehicle GCM Grosvenor manages.
When considering the data presented below, you should note that the historical results of our discretionary investments are not indicative of the future results you should expect from such investments, from any future investment funds we may raise or from any investment in our Class A common stock or warrants, in part because: • market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future; • the performance of our investment programs is generally calculated on the basis of net asset value of the funds’ investments, including unrealized gains, which may never be realized; • our historical returns derive largely from the performance of our earlier investment programs, whereas future returns will depend increasingly on the performance of our newer investment programs or investment programs not yet formed; (2) Risk management, diversification and due diligence processes seek to mitigate, but cannot eliminate risk, nor do they imply low risk. 21 • our newly established investment programs may generate lower returns during the period that they take to deploy their capital; • in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in alternative investment strategies and high liquidity in debt markets, and the increased competition for investments may reduce our returns in the future; • the current sustained inflationary environment and rising interest rates may impact the ability to generate returns for a given investment; and • the performance of particular investment programs also will be affected by risks of the industries and businesses in which they invest.
(2) Risk management, diversification and due diligence processes seek to mitigate, but cannot eliminate risk, nor do they imply low risk. 21 When considering the data presented below, you should note that the historical results of our discretionary investments are not indicative of the future results you should expect from such investments, from any future investment funds we may raise or from any investment in our Class A common stock, in part because: • market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future; • the performance of our investment programs is generally calculated on the basis of net asset value of the funds’ investments, including unrealized gains, which may never be realized; • our historical returns derive largely from the performance of our earlier investment programs, whereas future returns will depend increasingly on the performance of our newer investment programs or investment programs not yet formed; • our newly established investment programs may generate lower returns during the period that they take to deploy their capital; • in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in alternative investment strategies and high liquidity in debt markets, and the increased competition for investments may reduce our returns in the future; • the current sustained inflationary environment and rising interest rates may impact the ability to generate returns for a given investment; and • the performance of particular investment programs also will be affected by risks of the industries and businesses in which they invest.
Track record reflects all secondaries investments since the new vertical was formed. (3) GCM Grosvenor established a dedicated Private Equity Co-Investment Sub-Committee and adopted a more targeted, active co-investment strategy in December 2008. Track record reflects co-investments/direct investments made since 2009. (4) Reflects infrastructure investments since 2009, when we formalized our global approach and launched the first infrastructure specialized fund.
Track record reflects all secondaries investments since the vertical was formed. (3) GCM Grosvenor established a dedicated Private Equity Co-Investment Sub-Committee and adopted a more targeted, active co-investment strategy in December 2008. Track record reflects co-investments/direct investments made since 2009. (4) Reflects infrastructure investments since 2009, when we formalized our global approach and launched the first infrastructure specialized fund.
In addition, our reputation as a longstanding, value-added limited partner with significant access to primary capital makes us an 18 attractive buyer from the manager’s perspective. Further, because we have capital available from our specialized funds and customized separate accounts, we have flexibility to invest in secondary transactions of various sizes on behalf of our clients.
In addition, our reputation as a longstanding, value-added limited partner with significant access to primary capital makes us an attractive buyer from the manager’s perspective. Further, because we have capital available from our specialized funds and customized separate accounts, we have flexibility to invest in secondary transactions of various sizes on behalf of our clients.
Within each investment strategy, we make primary investments in funds managed by third-party managers, which we refer to as primary fund investments, and we pursue ‘direct-oriented’ strategies: we acquire secondary stakes in such funds, which we refer to as secondaries; we co-invest alongside such primary fund managers, which we refer to as co-investments; we make seed investments in small and emerging managers, which we refer to as seeding; and we invest directly into operating businesses and operating assets, which we refer to as direct investing.
Within each investment strategy, we make primary investments in funds managed by third-party managers, which we refer to as primary fund investments, and we pursue ‘direct-oriented’ strategies: we acquire secondary stakes in such funds, which we refer to as secondaries; we co-invest alongside such primary fund managers, which 7 we refer to as co-investments; we make seed investments in small and emerging managers, which we refer to as seeding; and we invest directly into operating businesses and operating assets, which we refer to as direct investing.
For example, in 2024 we significantly expanded our product lineup for the individual investor community. We used the interval fund structures, which is investor-friendly structure and substantially reduces the operational burden of investing in alternatives by offering daily liquidity, quarterly redemptions, subscriptions via a fund ticker, and simplified 1099 tax reporting.
For example, in 2024 we significantly expanded our product lineup for the individual investor community. We used the interval fund structures, which is an investor-friendly structure and substantially reduces the operational burden of investing in alternatives by offering daily liquidity, quarterly redemptions, subscriptions via a fund ticker, and simplified 1099 tax reporting.
We believe that one of our competitive advantages is our comprehensive and robust sourcing and investment process. Our deal flow is sourced through multiple channels and reviewed through a rigorous, multi-step selection process that includes independent investment and operational due diligence. 19 We maintain a robust pipeline of primary fund investments, secondaries, direct and co-investments.
We believe that one of our competitive advantages is our comprehensive and robust sourcing and investment process. Our deal flow is sourced through multiple channels and reviewed through a rigorous, multi-step selection process that includes independent investment and operational due diligence. We maintain a robust pipeline of primary fund investments, secondaries, direct and co-investments.
We use the Long Nickels PME calculation methodology, which allows private markets investment performance to be evaluated against a public index and assumes that capital is being invested in, or withdrawn from, the index on the days the capital was called and distributed from the underlying private market investments.
We use the Long Nickels PME calculation methodology, which allows private markets investment performance to be evaluated against a public index and assumes that capital is being invested in, or withdrawn from, the index on the days the capital was called and 22 distributed from the underlying private market investments.
The secondary market has grown dramatically in the last 20 years and today provides a reliable liquidity option for owners of fund interests as well as attractive buying opportunities for secondary investors. Our approach to secondaries is differentiated as a result of our large primary fund investments business.
The secondary market has grown dramatically in the last 20 years and today provides a reliable liquidity option for owners of fund interests as well as attractive buying opportunities for secondary investors. 18 Our approach to secondaries is differentiated as a result of our large primary fund investments business.
This approach, along with our depth of resources, allows us to complete comprehensive due diligence within the often shortened timeframe typically requested by sponsors due to deal timing constraints. Operational Due Diligence Operational due diligence is performed by our Operational Due Diligence Team, which is comprised of members of our Legal and Finance Departments.
This approach, along with our depth of resources, allows us to complete comprehensive due diligence within the often shortened timeframe typically requested by sponsors due to deal timing constraints. 20 Operational Due Diligence Operational due diligence is performed by our Operational Due Diligence Team, which is comprised of members of our Legal and Finance Departments.
The goals of operational due diligence process are to: • Evaluate risk: Determine whether an investment meets our operational due diligence standards; 20 • Mitigate risk (2) : Seek to avoid losses and reputational risks arising from operational issues; • Structure investments: Evaluate the legal and governance structure and terms of investment; and • Enhance terms: Negotiate improved terms.
The goals of operational due diligence process are to: • Evaluate risk: Determine whether an investment meets our operational due diligence standards; • Mitigate risk (2) : Seek to avoid losses and reputational risks arising from operational issues; • Structure investments: Evaluate the legal and governance structure and terms of investment; and • Enhance terms: Negotiate improved terms.
ITEM 1. BUSINESS Our Company Over our 53-year history we have prided ourselves on our client-centric approach to alternative asset management. As a leading global solutions provider, we invest across all major alternative investment strategies and are highly flexible in how we structure our solutions, so that we can work to meet each client’s specific needs.
ITEM 1. BUSINESS Our Company Over our 54-year history we have prided ourselves on our client-centric approach to alternative asset management. As a leading global solutions provider, we invest across all major alternative investment strategies and are highly flexible in how we structure our solutions, so that we can work to meet each client’s specific needs.
In 2021, we opened new offices in Toronto, Canada and Frankfurt, Germany, and in 2023, we further expanded our global footprint by opening an office in Sydney, Australia. While we believe the U.S. will continue to drive a significant amount of our fundraising, we have already seen momentum in non-U.S. markets in 2024.
In 2021, we opened new offices in Toronto, Canada and Frankfurt, Germany, and in 2023, we further expanded our global footprint by opening an office in Sydney, Australia. While we believe the U.S. will continue to drive a significant amount of our fundraising, we have already seen momentum in non-U.S. markets in 2025.
We are already starting to see positive momentum, having raised $1.5 billion of new capital from individuals over the past three years. 26 The following charts illustrate the diversification of our client base: Note: AUM as of December 31, 2024. Management fees for the twelve months ended December 31, 2024.
We are already starting to see positive momentum, having raised $1.5 billion of new capital from individuals over the past three years. 26 The following charts illustrate the diversification of our client base: Note: AUM as of December 31, 2025. Management fees for the twelve months ended December 31, 2025.
As shown below, for our realized and partially realized investments, we have outperformed the respective market benchmarks across all of our private markets strategies on an inception-to-date basis as of September 30, 2024. Past performance is not indicative of future results.
As shown below, for our realized and partially realized investments, we have outperformed the respective market benchmarks across all of our private markets strategies on an inception-to-date basis as of September 30, 2025. Past performance is not indicative of future results.
Over the years, we expanded our global presence through the opening of offices in Europe and Asia to support our growing client base. 1 For comparison purposes, presented as if the Mosaic repurchase occurred as of December 31, 2020. 10 In January 2014, we added complementary private markets capabilities through our acquisition of the Customized Fund Investment Group from Credit Suisse Group AG, which was established in 1999.
Over the years, we expanded our global presence through the opening of offices in Europe and Asia to support our growing client base. 1 For comparison purposes, presented as if the Mosaic Acquisitions 2020, L.P. repurchase occurred as of December 31, 2020. 10 In January 2014, we added complementary private markets capabilities through our acquisition of the Customized Fund Investment Group from Credit Suisse Group AG, which was established in 1999.
The data for these investments is presented from the date indicated through September 30, 2024 for private markets strategies and through December 31, 2024 for absolute return strategies and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.
The data for these investments is presented from the date indicated through September 30, 2025 for private markets strategies and through December 31, 2025 for absolute return strategies and have not been adjusted to reflect acquisitions or disposals of investments subsequent to that date.
According to the H2 2024 Preqin Investor Outlook for Alternative Assets, institutional investors plan to maintain or increase their long-term allocations across all alternative investment strategies.
According to the H2 2025 Preqin Investor Outlook for Alternative Assets, institutional investors plan to maintain or increase their long-term allocations across all alternative investment strategies.
We believe our history, experience, expertise and scale across the full range of alternative investment strategies, combined with our flexible implementation approach, are key differentiators and position us well to provide a strong value proposition for clients.
We believe our history, experience, expertise and scale across the full range of alternative investment strategies, combined with our scalable investment origination engine and flexible implementation approach, are key differentiators and position us well to provide a strong value proposition for clients.
As of December 31, 2024, 50% of our top 50 clients by AUM worked with us in multiple investment strategies (i.e., private equity, infrastructure, real estate, alternative credit and absolute return strategies), compared to 46% as of the end of 2020.
As of December 31, 2025, 54% of our top 50 clients by AUM worked with us in multiple investment strategies (i.e., private equity, infrastructure, real estate, alternative credit and absolute return strategies), compared to 46% as of the end of 2020.
Additionally, we will continue evolving our product offerings and adopting innovative structures to make our investment strategies more accessible to individual investors. 15 Unlock Platforms’ Origination Potential to Build New, Differentiated Investment Offerings While we pride ourselves on the breadth of our investment offering, we believe that we can further leverage our history, relationships and breadth to originate more differentiated dealflow on behalf of our clients.
Additionally, we will continue evolving our product offerings and adopting innovative structures to make our investment strategies more accessible to individual investors. 15 Scale Our Platform’s Origination Potential and Build New, Differentiated Investment Offerings While we pride ourselves on the breadth of our investment offering, we believe that we can further leverage our history, relationships and breadth to originate more differentiated dealflow on behalf of our clients.
The difference between AUM and FPAUM is primarily due to approximately $8.2 billion of contracted capital on which we expect to start charging management fees, under existing contracts, over the course of approximately the next three years as capital is invested or based on an agreed upon fee ramp in schedule.
The difference between AUM and FPAUM is primarily due to approximately $10.4 billion of contracted capital on which we expect to start charging management fees, under existing contracts, over the course of approximately the next three years as capital is invested or based on an agreed upon fee ramp in schedule.
We serve clients from 34 countries and have deployed capital in over 100 countries across a wide range of investment strategies. Note: As of December 31, 2024. 9 Strong and Scalable Business Model The strength of our business model is derived from the following valuable attributes: • High management fee centricity .
We serve clients from 34 countries and have deployed capital in over 100 countries across a wide range of investment strategies. Note: As of December 31, 2025. 9 Strong and Scalable Business Model The strength of our business model is derived from the following valuable attributes: • Long-duration capital and high management fee centricity.
We also seek to foster strong alignment between our employees and clients. As of December 31, 2024, our current employees, former employees and the firm had approximately $683 million of their own capital (including through leveraged vehicles) invested into our various investment programs, which we believe aligns our interests with those of our clients.
We also seek to foster strong alignment between our employees and clients. As of December 31, 2025, our current employees, former employees and the firm had approximately $836 million of their own capital (including through leveraged vehicles) invested into our various investment programs, which we believe aligns our interests with those of our clients.
Our clients include prominent institutional investors globally including in the United States, Europe, the Middle East, Asia, Australia and Latin America. As of December 31, 2024, approximately 41% of our AUM came from clients based outside of the Americas, reflecting the strength and breadth of our relationships within the global investor community.
Our clients include prominent institutional investors globally including in the United States, Europe, the Middle East, Asia, Australia and Latin America. As of December 31, 2025, approximately 43% of our AUM came from clients based outside of the Americas, reflecting the strength and breadth of our relationships within the global investor community.
We evaluate the performance of our business development professionals by using data-driven technology systems like Salesforce. 27 Operations As of December 31, 2024, our operations team consisted of 299 professionals across multiple offices who perform critical functions in support of our corporate, client and investment activities.
We evaluate the performance of our business development professionals by using data-driven technology systems like Salesforce. 27 Operations As of December 31, 2025, our operations team consisted of 302 professionals across multiple offices who perform critical functions in support of our corporate, client and investment activities.
Our clients include large, sophisticated, global institutional investors and a growing individual investor client base. In both cases, our clients rely on our investment expertise and differentiated investment access to navigate the alternatives market.
Our clients include large, sophisticated, global institutional investors and a growing individual investor client base. In both cases, our clients rely on our investment expertise and differentiated, diversified investment sourcing to navigate the alternatives market.
Since the end of 2020, our Fee-Related Earnings margin expanded from 31% to 42% as of the end of 2024, during which time we also made investments in our business, such as opening new global offices and expanding our distribution efforts to the insurance and individual investor channels.
Since the end of 2020, our Fee-Related Earnings margin expanded from 31% to 44% as of the end of 2025, during which time we also made investments in our business, such as opening new global offices and expanding our distribution efforts to the insurance and individual investor channels.
In private markets, clients generally commit to invest over a multi-year time period and have an expected duration of seven years or more. As of December 31, 2024, 52% of Private Markets AUM was in direct-oriented strategies (secondaries, co-investments, direct investments, and seed investments).
In private markets, clients generally commit to invest over a multi-year time period and have an expected duration of seven years or more. As of December 31, 2025, 54% of Private Markets AUM was in direct-oriented strategies (secondaries, co-investments, direct investments, and seed investments).
Historical Performance of Absolute Return Strategies Assets Under Management as of December 31, 2024 ($Bn) Annualized Returns Periods Ended December 31, 2024 One Year Three Year Five Year Since Inception Gross Net Gross Net Gross Net Gross Net Absolute Return Strategies (Overall) $ 23.3 12.2 % 11.4 % 4.5 % 3.8 % 6.8 % 6.1 % 7.0 % 5.9 % GCMLP Diversified Multi-Strategy Composite $ 10.5 14.3 % 13.4 % 5.5 % 4.7 % 7.8 % 7.0 % 7.9 % 6.6 % Note: Absolute Return Strategies (Overall) is since 1996.
Historical Performance of Absolute Return Strategies Assets Under Management as of December 31, 2025 ($Bn) Annualized Returns Periods Ended December 31, 2025 One Year Three Year Five Year Since Inception Gross Net Gross Net Gross Net Gross Net Absolute Return Strategies (Overall) $ 26.8 14.1 % 13.2 % 11.5 % 10.7 % 6.9 % 6.2 % 7.2 % 6.1 % GCMLP Diversified Multi-Strategy Composite $ 12.3 15.0 % 14.0 % 12.8 % 11.9 % 7.6 % 6.8 % 8.2 % 6.9 % Note: Absolute Return Strategies (Overall) is since 1996.
Our relationships with a large pool of high-quality managers and management teams serve as a source of investment opportunities including secondaries and co-investments. We have experience and access across the spectrum of market and manager size. As of December 31, 2024, we tracked over 6,300 managers in our database. Proactive sourcing log.
Our relationships with a large pool of high-quality managers and management teams serve as a source of investment opportunities including secondaries and co-investments. We have experience and access across the spectrum of market and manager size. As of December 31, 2025, we tracked over 10,500 managers in our database. Proactive sourcing log.
Client Group As of December 31, 2024, our business development, marketing and client service teams consisted of 61 employees. Each member of our business development team is assigned a territory, either domestic or international, or client type.
Client Group As of December 31, 2025, our business development, marketing and client service teams consisted of 58 employees. Each member of our business development team is assigned a territory, either domestic or international, or client type.
Our margin on Fee-Related Earnings increased to 42% for the year ended December 31, 2024 compared to 31% in 2020. Our History Since the launch of our first absolute return portfolio more than 53 years ago, we have specialized in creating and managing alternative investment portfolios on behalf of our clients.
Our margin on Fee-Related Earnings increased to 44% for the year ended December 31, 2025 compared to 31% in 2020. Our History Since the launch of our first absolute return portfolio more than 54 years ago, we have specialized in creating and managing alternative investment portfolios on behalf of our clients.
In addition, our information advantage spans the breadth of private markets and absolute return investment strategies, which is essential in sourcing differentiated, high-quality investment opportunities. For example, as of December 31, 2024, we tracked data pertaining to more than 6,300 managers across our platform.
In addition, our information advantage spans the breadth of private markets and absolute return investment strategies, which is essential in sourcing differentiated, high-quality investment opportunities. For example, as of December 31, 2025, we tracked data pertaining to more than 10,500 managers across our platform.
In addition, our breadth and history are critical in sourcing direct-oriented investments, which have grown from 39% of our AUM four years ago to 52% of our AUM as of December 31, 2024. Direct-oriented investment approaches including co-investing and investing in secondaries rely on the breadth of our firm network from a sourcing and intelligence standpoint.
In addition, our breadth and history are critical in sourcing direct-oriented investments, which have grown from 39% of our AUM five years ago to 54% of our AUM as of December 31, 2025. Direct-oriented investment approaches including co-investing and investing in secondaries rely on the breadth of our firm network from a sourcing and intelligence standpoint.
Total Sustainable Investments AUM is $27.8 billion as of December 31, 2024. 7 Client Offerings and Value Proposition We strive to put our clients’ needs first, and a key to doing that is by providing solutions across alternatives strategies with a high degree of flexibility.
Total sustainable investments AUM is $31.2 billion as of December 31, 2025. Client Offerings and Value Proposition We strive to put our clients’ needs first, and a key to doing that is by providing solutions across alternatives strategies with a high degree of flexibility.
Today, we seek to capture the benefits of these relationships, further amplified by our scale as a $80.1 billion investor as of December 31, 2024, to our clients. Depending on the program, we offer our clients fee savings and preferential terms, access to hard to access managers, and proprietary deal flow.
Today, we seek to capture the benefits of these relationships, further amplified by our scale as a $90.9 billion investor as of December 31, 2025, to our clients. Depending on the program, we offer our clients fee savings and preferential terms, access to hard to access managers and proprietary deal flow.
($ in millions, unless otherwise mentioned) Outperformance of PME by PME Index Annualized Returns Since Inception Inception Date Private Equity Primary Fund Investments (1) 3.6 % S&P 500 13.5 % 2000 Secondaries Investments (2) 6.4 % S&P 500 18.4 % 2014 Co-Investments/Direct Investments (3) 5.9 % S&P 500 20.8 % 2009 Infrastructure (4) Primary Fund Investments (4) 6.0 % MSCI World Infrastructure 12.4 % 2009 Direct-Oriented Investments (4) 8.8 % MSCI World Infrastructure 14.7 % 2009 Real Estate (5) 4.2 % FNERTR Index 13.9 % 2010 Note: Returns for each strategy are presented from the date the firm established a dedicated team focused on such strategy through September 30, 2024.
($ in millions, unless otherwise mentioned) Outperformance of PME by PME Index Annualized Returns Since Inception Inception Date Private Equity Primary Fund Investments (1) 3.5 % S&P 500 13.4 % 2000 Secondaries Investments (2) 5.9 % S&P 500 17.8 % 2014 Co-Investments/Direct Investments (3) 4.3 % S&P 500 18.8 % 2009 Infrastructure (4) Primary Fund Investments (4) 5.6 % MSCI World Infrastructure 11.8 % 2009 Direct-Oriented Investments (4) 9.3 % MSCI World Infrastructure 14.5 % 2009 Real Estate (5) 3.9 % NFI-ODCE Index 13.6 % 2010 Note: Returns for each strategy are presented from the date the firm established a dedicated team focused on such strategy through September 30, 2025.
Investment Strategies As described below, we provide our clients with access to a full range of alternatives strategies across both private markets and absolute return investment strategies, and diversified across liquidity profile, geographic regions and industries. Private Markets We had $56.8 billion in Private Markets AUM as of December 31, 2024.
Investment Strategies As described below, we provide our clients with access to a full range of alternatives strategies across both private markets and absolute return investment strategies, and diversified across liquidity profile, geographic regions and industries. Private Markets We had $64.1 billion in Private Markets AUM as of December 31, 2025.
Sustainable and Impact Investments As of December 31, 2024, we managed $27.8 billion of Sustainable Investing AUM. We believe that we were early adopters of offering clients choice around the integration of Sustainable and/or Impact factors into their portfolio construction.
Sustainable and Impact Investments As of December 31, 2025, we managed $31.2 billion of Sustainable Investing AUM. We believe that we were early adopters of offering clients choice around the integration of Sustainable and/or Impact factors into their portfolio construction.
With respect to approximately $5.2 billion of the $8.2 billion, management fees will be charged as such capital is invested, which will depend on a number of factors, including the availability of eligible investment opportunities.
With respect to approximately $8.3 billion of the $10.4 billion, management fees will be charged as such capital is invested, which will depend on a number of factors, including the availability of eligible investment opportunities.
Run rate annual performance fees, which reflect the potential annual performance fees generated by performance fee-eligible AUM at an 8% gross return for both multi-strategy and credit strategies, and a 10% gross return for specialized opportunity strategies, were $30.4 million as of December 31, 2024 . • Embedded operating leverage .
Run-rate annual performance fees, which reflect the potential annual performance fees generated by performance fee-eligible AUM at an 8% gross return for both multi-strategy and credit strategies, and a 10% gross return for specialized opportunity strategies, were $35.2 million as of December 31, 2025 . • Embedded scalability and operating leverage .
As of December 31, 2024, approximately 4% of our AUM was attributable to individual investors, a portion we expect to grow over the medium to long term.
As of December 31, 2025, approximately 5% of our AUM was attributable to individual investors, a portion we expect to grow over the medium to long term.
Our Team As of December 31, 2024 we had 549 employees, including 181 investment professionals, operating in nine offices throughout the United States and in Frankfurt, Hong Kong, London, Seoul, Sydney, Tokyo and Toronto. Investments Team As of December 31, 2024 our investments team consisted of 181 employees.
Our Team As of December 31, 2025 we had 553 employees, including 185 investment professionals, operating in nine offices throughout the United States and in Frankfurt, Hong Kong, London, Seoul, Sydney, Tokyo and Toronto. Investments Team As of December 31, 2025 our investments team consisted of 185 employees.
Respondents who intend to maintain or increase their allocations: • 99% for private credit • 96% for infrastructure • 91% for real estate • 87% for private equity • 79% for absolute return strategies Democratization of Alternatives Individual investors, which we define as high-net-worth individuals, the mass affluent, and retail investors, represent a significant growth opportunity for us and for alternative investment managers.
Respondents who intend to maintain or increase their allocations: • 94% for infrastructure • 92% for private credit • 90% for private equity • 83% for absolute return strategies • 83% for real estate Democratization of Alternatives Individual investors, which we define as high-net-worth individuals, the mass affluent and retail investors, represent a significant growth opportunity for us and for alternative investment managers.
We are a leader in seeding new platforms, joint venture investing, and other creative and innovative implementation methods to access attractive real estate returns. A s of December 31, 2024, we managed $5.9 billion of AUM in real estate strategies . Absolute Return Strategies • Absolute Return Strategies. We have been investing in hedge fund strategies for over 53 years.
We are a leader in seeding new platforms, joint venture investing, and other creative and innovative implementation methods to access attractive real estate returns. A s of December 31, 2025, we managed $7.2 billion of AUM in real estate strategies . Absolute Return Strategies • Absolute Return Strategies. We have been investing in hedge fund strategies for over 54 years.
As of December 31, 2024, we had $80.1 billion in AUM. Our central objectives are to provide our clients with choice, deliver innovative alternative investment offerings and generate competitive risk-adjusted returns.
As of December 31, 2025, we had $90.9 billion in AUM. Our central objectives are to provide our clients with choice, deliver innovative alternative investment offerings and generate competitive risk-adjusted returns.
For example, as of December 31, 2024, the firm’s share of unrealized carried interest, which relates to cumulative performance for longer duration private markets programs, grew by 201% to $401 million, as compared to December 31, 2020 1 .
For example, as of December 31, 2025, the firm’s share of unrealized carried interest, which relates to cumulative performance for longer duration private markets programs, grew by 259% to $478 million, as compared to December 31, 2020 1 .
In addition, as of December 31, 2024, $37.6 billion of our AUM, or 66%, of our AUM in private markets strategies, had a remaining tenor of seven years or more. • Significant visibility into future management fee growth . We have experienced steady growth in the fee-paying AUM (“FPAUM”) that drives our management fees.
In addition, as of December 31, 2025, $44.3 billion of our AUM, or 69%, of our AUM in private markets strategies, had a remaining tenor of seven years or more. • Significant visibility into future management fee growth . We have experienced steady growth in the fee-paying AUM (“FPAUM”) that drives our management fees.
As of December 31, 2024, we had 549 employees, including 181 investment professionals, operating in nine offices throughout the United States and in Frankfurt, Hong Kong, London, Seoul, Sydney, Tokyo and Toronto.
As of December 31, 2025, we had 553 employees, including 185 investment professionals, operating in nine offices throughout the United States and in Frankfurt, Hong Kong, London, Seoul, Sydney, Tokyo and Toronto.
Private Equity Private equity is our largest private markets investment strategy with $30.4 billion in AUM as of December 31, 2024. We are a recognized industry leader in private equity investing with over 20 years of experience.
Private Equity Private equity is our largest private markets investment strategy with $32.9 billion in AUM as of December 31, 2025. We are a recognized industry leader in private equity investing with over 20 years of experience.
Infrastructure Infrastructure has been our fastest growing alternative investment strategy over the last three years, with AUM increasing by 144% to $14.6 billion as of December 31, 2024 from December 31, 2020. Since our first infrastructure investment in 2003, we have grown into one of the leaders in alternative infrastructure investing across power, utilities, renewables, transportation 16 and telecom/technology infrastructure.
Infrastructure Infrastructure has been our fastest growing alternative investment strategy over the last five years, with AUM increasing by 212% to $18.7 billion as of December 31, 2025 from December 31, 2020. Since our first infrastructure investment in 2003, 16 we have grown into one of the leaders in alternative infrastructure investing across power, utilities, renewables, transportation and telecom/technology infrastructure.
As of December 31, 2024, we had $64.8 billion in FPAUM plus approximately $8.2 billion of CNYFPAUM, which will bolster FPAUM growth as we start charging management fees, under existing contracts, over the course of applicable commitments periods that extend for approximately the next three years. • Additional earnings power from incentive fees .
As of December 31, 2025, we had $72.5 billion in FPAUM plus approximately $10.4 billion of CNYFPAUM, which will bolster FPAUM growth as we start charging management fees, under existing contracts, over the course of applicable commitments periods that extend for approximately the next three years. • Additional earnings power from incentive fees .
Over our history we have continued to expand our global footprint, which we believe provides us with the opportunity to in turn continue to benefit from the ongoing global growth of the alternative asset management industry. We operate in nine primary offices in eight countries.
Management fees for the twelve months ended December 31, 2025. Over our history we have continued to expand our global footprint, which we believe provides us with the opportunity to in turn continue to benefit from the ongoing global growth of the alternative asset management industry. We operate nine primary offices in eight countries.
Over the last three years 72% of our top 25 clients have expanded their investment relationship with us, and during 2024, over 91% of our gross capital inflows were derived from existing clients.
Over the last three years, 68% of our top 25 clients have expanded their investment relationship with us, and during 2025, over 82% of our gross capital inflows were derived from existing clients.
Annualized Returns Since Inception - Period Ended December 31, 2024 Inception Date Absolute Return Strategies 7.0 % 1996 GCMLP Diversified Multi-Strategy Composite 7.9 % 1993 For additional details on our investment performance and explanatory footnotes, please see “— Investment Performance”.
Annualized Returns Since Inception - Period Ended December 31, 2025 Inception Date Absolute Return Strategies 7.2 % 1996 GCMLP Diversified Multi-Strategy Composite 8.2 % 1993 For additional details on our investment performance and explanatory footnotes, please see “Investment Performance”.
Over the past 30 years, we have developed a market-leading, dedicated effort to investing in and alongside middle market and small and emerging managers, which we believe adds significant, differentiated value to our clients. As of December 31, 2024, we managed $19.9 billion of AUM in small and emerging managers. • Alternative Credit .
Over the past 30 years, we have developed a market-leading, dedicated effort to investing in and alongside middle market and small and emerging managers, which we believe adds significant, differentiated value to our clients. As of December 31, 2025, we managed $22.4 billion of AUM in small and emerging managers. • Opportunistic Investing.
Real Estate Our real estate AUM as of December 31, 2024 was $5.9 billion, a 86% increase compared to December 31, 2020. Since our first real estate investment in 2002, our team has targeted value-add and opportunistic returns through equity and credit investments.
Real Estate Our real estate AUM as of December 31, 2025 was $7.2 billion, a 124% increase compared to December 31, 2020. Since our first real estate investment in 2002, our team has targeted value-add and opportunistic returns through equity and credit investments.
This process is followed for each potential investment regardless of size, stage, strategy, or geography. Sourcing of Opportunities All of our investment strategies benefit from our scale ($80.1 billion in AUM as of December 31, 2024), our extensive track record (over 53 years of experience), our culture of compliance and the depth of our investment team (181 investment professionals).
This process is followed for each potential investment regardless of size, stage, strategy, or geography. 19 Sourcing of Opportunities All of our investment strategies benefit from our scale ($90.9 billion in AUM as of December 31, 2025), our extensive track record (over 54 years of experience), our culture of compliance and the depth of our investment team (185 investment professionals).
Of the $8.2 billion, approximately $3.0 billion is subject to an agreed upon fee ramp in schedule that will result in management fees being charged on approximately $1.0 billion of such amount in 2025, approximately $0.8 billion of such amount in 2026, and the remaining approximately $1.2 billion in 2027 and beyond.
Of the $10.4 billion, approximately $2.1 billion is subject to an agreed upon fee ramp in schedule that will result in management fees beginning being charged on approximately $0.6 billion of such amount in 2026, approximately $0.5 billion of such amount in 2027, and the remaining approximately $1.0 billion in 2028 and beyond.
According to a 2024 report from PricewaterhouseCoopers (PwC), total global AUM in the asset and wealth management market is projected to increase from $128.9 trillion in 2023 to approximately $171.3 trillion in 2028. This expansion of investable capital is anticipated to further drive growth in alternative investment strategies.
According to a 2025 report from PricewaterhouseCoopers (PwC), total global AUM in the asset and wealth management market is projected to increase from $139 trillion in 2024 to approximately $200 trillion in 2030. This expansion of investable capital is anticipated to further drive growth in alternative investment strategies.
For each of the years ended December 31, 2024 and 2023, net management fees were $387.0 million and $360.9 million, respectively, compared to $36.5 million and $15.6 million of net incentive fees attributable to GCM Grosvenor, respectively. • Long-duration capital and stable management fee base. Our management fee stability is rooted in the long-dated nature of our investment programs.
For each of the years ended December 31, 2025 and 2024, net management fees were $408.0 million and $387.0 million, respectively, compared to $44.5 million and $36.5 million of net incentive fees attributable to GCM Grosvenor, respectively. Our management fee stability is rooted in the long-dated nature of our investment programs.
Direct-oriented investments now comprise 52% of our AUM. Today, we continue to evolve and expand the ways in which we provide solutions to our global clients. Over the past three years we have expanded our global footprint by opening offices in Toronto, Canada; Frankfurt, Germany; and Sydney, Australia.
Direct-oriented strategies now comprise 54% of our Private Markets AUM. Today, we continue to evolve and expand the ways in which we provide solutions to our global clients. Since 2021, we have expanded our global footprint by opening offices in Toronto, Canada; Frankfurt, Germany; and Sydney, Australia.
As of December 31, 2024, more than $32.3 billion of our AUM is in evergreen programs - $23.3 billion in absolute return strategies and $9.0 billion in private markets evergreen programs, defined as those with an open-ended structure or NAV target.
As of December 31, 2025, more than $36.9 billion of our AUM is in evergreen programs - $26.8 billion in absolute return strategies and $10.1 billion in private markets evergreen programs, defined as those with an open-ended structure or NAV target.
For the years ended December 31, 2024 and 2023, our total management fees were $402 million and $375 million, respectively , our total operating revenues were $514 million and $445 million, respectively, our net income was $19 million and $13 million, respectively, our fee related earnings were $166 million and $140 million, respectively, and our adjusted net income was $141 million and $103 million, respectively.
For the years ended December 31, 2025 and 2024, our total management fees were $426 million and $402 million, respectively , our total operating revenues were $558 million and $514 million, respectively, our net income was $45 million and $19 million, respectively, our fee related earnings were $185 million and $166 million, respectively, and our adjusted net income was $166 million and $141 million, respectively.
We are an experienced and scaled platform with a leading capability in providing custo mized solutions. As of December 31, 2024, we managed $23.3 billion of AUM in our absolute return strategies, or 29% of our total AUM . Strategies Across Private Markets and Absolute Return Strategies • Middle Market and Small and Emerging Managers .
We are an experienced and scaled platform with a leading capability in providing custo mized solutions. As of December 31, 2025, we managed $26.8 billion of AUM in our absolute return strategies, or 29% of our total AUM . Strategies Across Private Markets and Absolute Return Strategies • Alternative Credit .
Our credit investment activities 17 significantly leverage the sourcing power of the firm’s broad alternatives platform, which provides us with differentiated deal flow and the flexibility to execute through primary fund investments, co-investments, secondaries, and direct transactions across the credit landscape.
Our credit investment activities significantly leverage the sourcing power of the firm’s broad alternatives platform, which provides us with differentiated deal flow and the flexibility to execute through primary fund investments, co-investments, secondaries, and direct transactions across the credit landscape. Our robust global platform also provides a wide range of opportunities, including niche opportunities and exclusive access to capacity-constrained investments.
Our robust global platform also provides a wide range of opportunities, including niche opportunities and exclusive access to capacity-constrained investments. We implement credit strategies for our clients through customized separate accounts offering either a holistic credit solution or complementary exposures, strategic partnerships that enable clients to enhance their existing credit programs through co-investments and secondaries, and dedicated credit-focused specialized funds.
We implement credit strategies for our clients through customized separate accounts offering either a holistic credit solution or complementary exposures, strategic partnerships that enable clients to enhance their existing credit programs through co-investments and secondaries, and dedicated credit-focused specialized funds.
Privacy and Cyber Security Regulation Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including the California Consumer Privacy Act as amended by the California Privacy Rights Act (the “CCPA”), and similar comprehensive privacy laws of other states, which provide enhanced privacy rights for state residents; the European Union General Data Protection Regulation (“EU GDPR”), a regulation designed to protect privacy rights of individuals residing in the European Economic Area (the “EEA”); the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (“U.K.
Data Privacy and Cybersecurity Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information, including Regulation S-P, the California Consumer Privacy Act as amended by the California Privacy Rights Act (the “CCPA”), and similar state comprehensive data privacy laws, the European Union General Data Protection Regulation (“EU GDPR”), the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (“U.K.
Existing clients contributed more than 91% of the total capital raised in 2024 and has typically been in excess of 75% of total annual capital raised historically. Notably, capital from existing clients has pertained to both existing programs and new portfolios in different investment strategies, and cross-selling has traditionally been another key driver of the firm’s growth.
Notably, capital from existing clients has pertained to both existing programs and new portfolios in different investment strategies, and cross-selling has traditionally been another key driver of the firm’s growth.
As of December 31, 2024 , we had $19.9 billion of AUM dedicated to small and emerging managers across both private markets and absolute return strategies. Alternative Credit With over 30 years of investing experience, our credit investments span credit strategies across the liquidity spectrum, including structured credit, corporate credit, distressed, direct lending, and real asset credit.
As of December 31, 2025, we had approximately $26.8 billion AUM in our absolute return strategies. Investment Strategies Across Asset Classes Alternative Credit With over 30 years of investing experience, our credit investments span credit strategies across the liquidity spectrum, including structured credit, corporate credit, distressed, direct lending, and real asset credit.
Moreover, to the extent that these laws and regulations or the 32 enforcement of the same become more stringent, or if new laws or regulations are enacted, including the SEC’s proposed rules related to cybersecurity risk management for registered investment advisers, our financial performance or plans for growth may be adversely impacted.
Moreover, to the extent that these laws and 32 regulations or the enforcement of the same become more stringent, or if new laws or regulations are enacted, we may face increased compliance costs and our financial performance or plans for growth may be adversely impacted.
As of December 31, 2024, we managed $14.6 billion of AUM in alternative credit strategies. Opportunistic Investing We manage a variety of programs and products that combine our unparalleled deal sourcing platform with the flexibility to invest across multiple asset classes, liquidity profiles, capital structures and geographies.
As of December 31, 2025 , we had $22.4 billion of AUM dedicated to small and emerging managers across both private markets and absolute return strategies. Opportunistic Investing We manage a variety of programs and products that combine our unparalleled deal sourcing platform with the flexibility to invest across multiple asset classes, liquidity profiles, capital structures and geographies.
Investment Strategies Across Asset Classes Middle Market and Small and Emerging Managers For the past 30 years we have developed a market-leading, dedicated effort to investing in and alongside middle market and small and emerging managers, which we believe adds significant, differentiated value to our clients.
As of December 31, 2025, we managed $16.8 billion of AUM in alternative credit strategies. 17 Middle Market and Small and Emerging Managers For the past 30 years we have developed a market-leading, dedicated effort to investing in and alongside middle market and small and emerging managers, which we believe adds significant, differentiated value to our clients.
The firm’s deep expertise and expansive network enable it to provide critical resources, strategic guidance, and operational support to firm founders, encouraging innovation, growth, and a stronger path to long-term success.
The firm has $22.4 billion of assets under management with small and emerging managers as of December 31, 2025. The firm’s deep expertise and expansive network enable it to provide critical resources, strategic guidance, and operational support to firm founders, encouraging innovation, growth, and a stronger path to long-term success.
Our investment activities span geographies, infrastructure subsectors, and include fund investing, secondary investing and direct investing. As of December 31, 2024, we managed $14.6 billion of AUM in infrastructure strategies. • Real Estate . We manage real estate investment portfolios through a flexible investment platform to provide differentiated exposure to opportunistic real estate investments, primarily in North America.
As of December 31, 2025, we managed $18.7 billion of AUM in infrastructure strategies. • Real Estate . We manage real estate investment portfolios through a flexible investment platform to provide differentiated exposure to opportunistic real estate investments, primarily in North America.
Our platform also enables us to take a holistic approach to credit investing, both through managers and through credit co-investments and secondaries. As of December 31, 2024, we managed $14.6 billion of AUM in alternative credit strategies. • Opportunistic Investing.
Our platform also enables us to take a holistic approach to credit investing, both through managers and through credit co-investments and secondaries. As of December 31, 2025, we managed $16.8 billion of AUM in alternative credit strategies, comprised of $9.3 billion in private credit and $7.4 billion in liquid credit. • Middle Market and Small and Emerging Managers .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, if regulators, which are increasingly focused on sustainable investment matters, disagree with the procedures or standards we use for Sustainable and Impact investing, or new regulation or legislation requires a methodology of measuring or disclosing the impact that is different from our current practice, our business and reputation could be adversely affected. 63 Climate change, climate change-related regulation and sustainability concerns could adversely affect our business and the operations of portfolio companies in which our funds invest, and any actions we take or fail to take in response to such matters could damage our reputation.
Biggest changeClimate change, climate change-related regulation and sustainability concerns could adversely affect our business and the operations of portfolio companies in which our funds invest, and any actions we take or fail to take in response to such matters could damage our reputation.
In turn, the management fees and incentive fees that we would earn would be reduced and our business or financial condition would suffer, thus negatively impacting the price of our Class A common stock.
In turn, the management fees and incentive fees that we earn would be reduced and our business or financial condition would suffer, thus negatively impacting the price of our Class A common stock.
In addition, the occurrence of such an event would likely have a negative reputational impact on us.
In addition, the occurrence of such an event would likely have a negative reputational impact on us.
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; • unexpected changes in trading policies, regulatory and licensing 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; • potentially heightened risk of theft or compromise of data and intellectual property, in particular in those jurisdictions that do not have levels comparable to the U.S. of protection of proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how and client information and records; • potentially compromised protections or rights to technology, data and intellectual property due to government regulation; • terrorism, political hostilities, war, public health crises and other civil disturbances or other catastrophic or pandemic events, which may reduce business activity, threaten the safety of our international offices, employees and clients, and affect our plans to expand in particular regions; 40 • 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; • additional costs of complying with, and exposure to liability under, foreign regulatory regimes; • unexpected changes in trading policies, regulatory and licensing 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; • potentially heightened risk of theft or compromise of data and intellectual property, in particular in those jurisdictions that do not have levels comparable to the U.S. of protection of proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how and client information and records; 40 • potentially compromised protections or rights to technology, data and intellectual property due to government regulation; • tariffs, terrorism, political hostilities, war, public health crises and other civil disturbances or other catastrophic or pandemic events, which may reduce business activity, threaten the safety of our international offices, employees and clients, and affect our plans to expand in particular regions; • 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.
In addition, our effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner which they apply to us and our funds and diverse set of business arrangements is often open to interpretation.
In addition, our effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex, and the manner which they apply to us, and our funds and our diverse set of business arrangements is often open to interpretation.
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 funds 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 valuation practices employed by investment advisers, and the lack of readily ascertainable market prices for many of the investments made by our funds or the funds in which we invest could subject our valuation policies and processes to increased scrutiny.
There has been increasing focus by governmental authorities, including executive branch, investors, customers, activists, the media, governmental and nongovernmental organizations, and other stakeholders on a variety of human capital management matters. We may experience pressure to make commitments, or repeal our commitments, relating to human capital management matters that affect us, our funds, and our funds’ portfolio companies.
There has been increasing focus by governmental authorities, including the executive branch, investors, customers, activists, the media, governmental and nongovernmental organizations, and other stakeholders on a variety of human capital management matters. We may experience pressure to make commitments, or repeal our commitments, relating to human capital management matters that affect us, our funds, and our funds’ portfolio companies.
Our business can be materially affected by difficult or volatile market, economic and geopolitical conditions and events throughout the world that are outside our control, including interest rates, inflation, economic recession risk, regional and international bank failures, reduced availability of credit, changes in laws, trade barriers and tariffs, commodity prices, currency exchange rates, natural disasters, climate change, pandemics or other severe public health crises, terrorism, political hostilities, civil disturbances, war or the threat of war.
Our business can be materially affected by difficult or volatile market, economic and geopolitical conditions and events throughout the world that are outside our control, including interest rates, inflation, economic recession risk, regional and international bank failures, reduced availability of credit, changes in laws, tariffs and trade barriers, commodity prices, currency exchange rates, natural disasters, climate change, pandemics or other severe public health crises, terrorism, political hostilities, civil disturbances, war or the threat of war.
If the investments we make on behalf of our funds perform poorly, we may suffer a decline in our revenues and earnings, and our ability to raise capital for future funds may be materially and adversely affected.
If the investments we make on behalf of our funds perform poorly, we may suffer a decline in our revenues and earnings, and our ability to raise capital for future funds may be materially adversely affected.
In addition, certain of our funds may utilize lines of credit to fund investments. Because interest expense and other costs of borrowings under lines of credit are an expense of the fund, the fund’s net multiple of invested capital may be reduced, as well as the amount of carried interest generated by the fund.
In addition, certain of our funds utilize lines of credit to fund investments. Because interest expense and other costs of borrowings under lines of credit are an expense of the fund, the fund’s net multiple of invested capital may be reduced, as well as the amount of carried interest generated by the fund.
A change of control of our Company could result in an assignment of our investment advisory agreements. Under the Advisers Act, each of the investment advisory agreements for the funds and other accounts we manage must provide that it may not be assigned without the consent of the particular fund or other client.
A change of control of our Company could result in an assignment of our investment advisory agreements. Under the Advisers Act, each of the investment advisory agreements for the funds and other accounts we manage must provide that it may not be assigned without the consent of the particular fund or other client accounts.
The market price of our Class A common stock and warrants could fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: • t he realization of any of the risk factors presented in this Annual Report on Form 10-K; • reductions or lack of growth in our assets under management, whether due to poor investment performance by our funds or redemptions by investors in our funds; • difficult global market and economic conditions; 75 • loss of investor confidence in the global financial markets and investing in general and in alternative asset managers in particular; • competitively adverse actions taken by other fund managers with respect to pricing, fund structure, redemptions, employee recruiting and compensation; • inability to attract, retain or motivate our active executive managing directors, investment professionals, managing directors or other key personnel; • inability to refinance or replace our senior secured term loan facility and revolving credit facility either on acceptable terms or at all; • adverse market reaction to indebtedness we may incur, securities we may grant under our Amended and Restated 2020 Incentive Award Plan or otherwise, or any other securities we may issue in the future, including shares of Class A common stock; • unanticipated variations in our quarterly operating results or dividends; • failure to meet securities analysts’ earnings estimates; • publication of negative or inaccurate research reports about us or the asset management industry or the failure of securities analysts to provide adequate coverage of Class A common stock in the future; • changes in market valuations of similar companies; • speculation in the press or investment community about our business; • additional or unexpected changes or proposed changes in laws or regulations or differing interpretations thereof affecting our business or enforcement of these laws and regulations, or announcements relating to these matters; • increases in compliance or enforcement inquiries and investigations by regulatory authorities, including as a result of regulations mandated by the Dodd-Frank Act and other initiatives of various regulators that have jurisdiction over us related to the alternative asset management industry; and • adverse publicity about the alternative asset management industry.
The market price of our Class A common stock could fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: • t he realization of any of the risk factors presented in this Annual Report on Form 10-K; • reductions or lack of growth in our assets under management, whether due to poor investment performance by our funds or redemptions by investors in our funds; • difficult global market and economic conditions; • loss of investor confidence in the global financial markets and investing in general and in alternative asset managers in particular; • competitively adverse actions taken by other fund managers with respect to pricing, fund structure, redemptions, employee recruiting and compensation; • inability to attract, retain or motivate our active executive managing directors, investment professionals, managing directors or other key personnel; • inability to refinance or replace our senior secured term loan facility and revolving credit facility either on acceptable terms or at all; • adverse market reaction to indebtedness we may incur, securities we may grant under our Amended and Restated 2020 Incentive Award Plan or otherwise, or any other securities we may issue in the future, including shares of Class A common stock; • unanticipated variations in our quarterly operating results or dividends; • failure to meet securities analysts’ earnings estimates; • publication of negative or inaccurate research reports about us or the asset management industry or the failure of securities analysts to provide adequate coverage of Class A common stock in the future; • changes in market valuations of similar companies; • speculation in the press or investment community about our business; • additional or unexpected changes or proposed changes in laws or regulations or differing interpretations thereof affecting our business or enforcement of these laws and regulations, or announcements relating to these matters; • increases in compliance or enforcement inquiries and investigations by regulatory authorities, including as a result of regulations mandated by the Dodd-Frank Act and other initiatives of various regulators that have jurisdiction over us related to the alternative asset management industry; and • adverse publicity about the alternative asset management industry.
Our debt instruments contain, and any future debt instruments may contain, financial and other covenants that impose requirements on us and limit our and our subsidiaries’ ability to engage in certain transactions or activities, including, without limitation: • making certain payments in respect of equity interests, including, among others, the payment of dividends and other distributions, redemptions and similar payments, payments in respect of warrants, options and other rights, and payments in respect of subordinated indebtedness; • incurring additional debt; • providing guarantees in respect of obligations of other persons; • making loans, advances and investments; • entering into transactions with investment funds and affiliates; • creating or incurring liens; • entering into negative pledges; • selling all or any part of the business, assets or property, or otherwise disposing of assets; • making acquisitions or consolidating or merging with other persons; • entering into sale-leaseback transactions; • changing the nature of our business; • changing our fiscal year; • making certain modifications to organizational documents or certain material contracts; • making certain modifications to certain other debt documents; and • entering into certain agreements with respect to the repayment of indebtedness, the making of loans or advances, or the transferring of assets.
Our debt instruments contain, and any future debt instruments may contain, financial and other covenants that impose requirements on us and limit our and our subsidiaries’ ability to engage in certain transactions or activities, including, without limitation: • making certain payments in respect of equity interests, including, among others, the payment of dividends and other distributions, redemptions and similar payments, payments in respect of options and other rights, and payments in respect of subordinated indebtedness; • incurring additional debt; • providing guarantees in respect of obligations of other persons; • making loans, advances and investments; • entering into transactions with investment funds and affiliates; • creating or incurring liens; • entering into negative pledges; • selling all or any part of the business, assets or property, or otherwise disposing of assets; • making acquisitions or consolidating or merging with other persons; • entering into sale-leaseback transactions; • changing the nature of our business; • changing our fiscal year; • making certain modifications to organizational documents or certain material contracts; • making certain modifications to certain other debt documents; and • entering into certain agreements with respect to the repayment of indebtedness, the making of loans or advances, or the transferring of assets.
For example: • Ownership of infrastructure assets may present risk of liability for personal and property injury or impose significant operating challenges and costs with respect to, for example, compliance with zoning, environmental, worker, public health and safety or other applicable laws or government actions, which may have a material adverse effect on the operations, financial condition and liquidity of particular assets and ultimately affect investment returns. 65 • Infrastructure asset investments may face construction and development risks including, without limitation: shortages of suitable labor and equipment, adverse construction conditions, challenges in coordinating with public utilities, political or local opposition, failure to obtain regulatory approvals or permits, and catastrophic events such as explosions, fires, war, terrorist activities, natural disasters and other similar events.
For example: • Ownership of infrastructure assets may present risk of liability for personal and property injury or impose significant operating challenges and costs with respect to, for example, compliance with zoning, environmental, worker, public health and safety or other applicable laws or government actions, which may have a material adverse effect on the operations, financial condition and liquidity of particular assets and ultimately affect investment returns. • Infrastructure asset investments may face construction and development risks including, without limitation: shortages of suitable labor and equipment, adverse construction conditions, challenges in coordinating with public utilities, political or local opposition, failure to obtain regulatory approvals or permits, and catastrophic events such as explosions, fires, war, terrorist activities, natural disasters and other similar events.
If we are unable to raise or are required to repay capital, our business, financial condition and results of operations would be materially and adversely affected. 55 The historical performance of our funds should not be considered indicative of the future performance of these funds or of any future funds we may raise, in part because: • market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future; • the performance of our funds that distribute carried interest is generally calculated on the basis of the net asset value of the funds’ investments, including unrealized gains, which may never be realized and therefore never generate carried interest; • our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed; • our newly established closed-ended funds may generate lower returns during the period that they initially deploy their capital; • in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in private markets alternatives and high liquidity in debt markets, and the increased competition for investments may reduce our returns in the future; • the performance of particular funds also will be affected by risks of the industries and businesses in which they invest; and • we may create new funds that reflect a different asset mix and new investment strategies, as well as a varied geographic and industry exposure, compared to our historical funds, and any such new funds could have different returns than our previous funds.
If we are unable to raise or are required to repay capital, our business, financial condition and results of operations would be materially and adversely affected. 56 The historical performance of our funds should not be considered indicative of the future performance of these funds or of any future funds we may raise, in part because: • market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future; • the performance of our funds that distribute carried interest is generally calculated on the basis of the net asset value of the funds’ investments, including unrealized gains, which may never be realized and therefore never generate carried interest; • our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed; • our newly established closed-ended funds may generate lower returns during the period that they initially deploy their capital; • in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in private markets alternatives and high liquidity in debt markets, and the increased competition for investments may reduce our returns in the future; • the performance of particular funds also will be affected by risks of the industries and businesses in which they invest; and • we may create new funds that reflect a different asset mix and new investment strategies, as well as a varied geographic and industry exposure, compared to our historical funds, and any such new funds could have different returns than our previous funds.
Pursuant to certain provisions of the Code enacted as part of the Bipartisan Budget Act of 2015 (such provisions, the “Partnership Tax Audit Rules”), partnerships (and not the partners of the partnerships) can be subject to U.S. federal income taxes (and any related interest and penalties) resulting from adjustments made pursuant to an IRS audit or judicial proceedings to the items of income, gain, loss, deduction, or credit shown on the partnership’s tax return (or how such items are allocated among the partners), notwithstanding the fact that absent such adjustments liability for taxes on partnership income is borne by the partners rather than the partnership.
Pursuant to certain provisions of the Code enacted as part of the Bipartisan Budget Act of 2015 (such provisions, the “Partnership Tax Audit Rules”), partnerships (and not the partners of the partnerships) can be subject to U.S. federal income taxes (and any related interest and penalties) resulting from adjustments made pursuant to an IRS audit or judicial proceedings 69 to the items of income, gain, loss, deduction, or credit shown on the partnership’s tax return (or how such items are allocated among the partners), notwithstanding the fact that absent such adjustments liability for taxes on partnership income is borne by the partners rather than the partnership.
In such circumstances, we will seek to allocate such opportunities among our funds on a basis that we reasonably determine in good faith to be fair and equitable, and may take into account a variety of relevant factors in determining eligibility, including the investment team primarily responsible for sourcing or performing due diligence on the transaction, the nature of the investment focus of each fund, the relative amounts of capital available for investment, anticipated expenses to the applicable fund and/or to us with regard to investment by our various funds, the investment pacing and timing of our funds and other considerations deemed relevant by us.
In such circumstances, we will seek to allocate such opportunities among our funds on a basis that we reasonably determine in good faith to be fair and equitable, and may take into account a variety of relevant factors in determining eligibility, including the investment team primarily responsible for sourcing or performing due diligence on the transaction, the nature of the investment focus of each fund, the relative amounts of capital available for 37 investment, anticipated expenses to the applicable fund and/or to us with regard to investment by our various funds, the investment pacing and timing of our funds and other considerations deemed relevant by us.
However, if anything were to happen that would cause us to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including GCMH) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among GCMH, us or our senior management team, or any combination thereof and materially and adversely affect our business, financial condition and results of operations.
However, if anything were to happen that would cause us to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including GCMH) and ability to 70 compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among GCMH, us or our senior management team, or any combination thereof and materially and adversely affect our business, financial condition and results of operations.
An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act if: • it is an “orthodox” investment company because 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 69 • it is an inadvertent investment company because, absent an applicable exemption, 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: • it is an “orthodox” investment company because 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 is an inadvertent investment company because, absent an applicable exemption, 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.
We may also communicate certain climate-related initiatives, commitments and goals in our SEC filings or other disclosures, which subjects us to additional risks, including the risk that we are perceived as, or accused of, “greenwashing.” Such perception or accusation could damage our reputation, result in litigation or regulatory actions, and adversely impact our ability to raise capital and attract new investors.
We may also communicate certain climate-related initiatives, commitments and goals in our SEC filings or other disclosures or statements, which subjects us to additional risks, including the risk that we are perceived as, or accused of, “greenwashing.” Such perception or accusation could damage our reputation, result in litigation or regulatory actions, and adversely impact our ability to raise capital and attract new investors.
It may be impossible or costly for hedge funds to liquidate positions rapidly in order to meet margin calls, withdrawal requests or otherwise, particularly if there are other market participants seeking to dispose of similar assets at the same time or the relevant market is otherwise moving against a position or in the event of trading halts or daily price movement limits on the market or otherwise.
It may be impossible or costly for hedge funds to liquidate positions rapidly in order to meet margin calls, withdrawal requests or otherwise, particularly if there are other market participants seeking to dispose of similar assets at the same time or the relevant market is otherwise moving against a position or in the event of trading 65 halts or daily price movement limits on the market or otherwise.
A general economic downturn or tightening of global credit markets may result in reduced opportunities to find suitable investments and make it more difficult for us, or for the funds in which we and our clients invest, to exit and realize value from existing investments, potentially resulting in a decline in the value of the investments held in our clients’ portfolios, leading to a decrease in incentive fee revenue.
A general economic downturn, recession or tightening of global credit markets may result in reduced opportunities to find suitable investments and make it more difficult for us, or for the funds in which we and our clients invest, to exit and realize value from existing investments, potentially resulting in a decline in the value of the investments held in our clients’ portfolios, leading to a decrease in incentive fee revenue.
Further, significant chronic or acute physical effects of climate change, including extreme and more frequent weather events such as hurricanes or floods, can also have an adverse impact on certain portfolio companies and investments, especially those that rely on physical factories, plants or stores located in the affected areas, or that focus on tourism or recreational travel.
Further, significant chronic or acute physical effects of climate change, including extreme and more frequent weather events such as hurricanes or floods, can 64 also have an adverse impact on certain portfolio companies and investments, especially those that rely on physical factories, plants or stores located in the affected areas, or that focus on tourism or recreational travel.
Attacks could range from those common to businesses generally to those that are more advanced and persistent, which may target us because members of our senior management team may have public profiles or because, as an alternative asset management firm, we hold a significant amount of confidential, personal and sensitive information about our clients and investments.
Attacks could range from those common to businesses generally to those that are more advanced and persistent, which may target us because members of our senior management team may have public profiles or because, as an alternative asset management firm, we hold a significant amount of confidential and sensitive information about our clients and investments.
Further, we allow for hybrid and remote office work, which introduces operational risks, including heightened cybersecurity 44 risk, as remote working environments can be less secure and more susceptible to cyberattacks due to cybersecurity risks associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.
Further, we allow for hybrid and remote office work, which introduces operational risks, including heightened cybersecurity risk, as remote working environments can be less secure and more susceptible to cyberattacks due to cybersecurity risks associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.
While we historically have and will continue to allocate the costs and expenses of our funds in a fair and equitable basis and in accordance with our policies and procedures, due to increased regulatory scrutiny of expense allocation policies in the private investment funds realm, there is no guarantee that our policies and procedures will not be challenged by our supervising regulatory bodies.
While we historically have and will continue to allocate the costs and expenses of our funds in a fair and equitable basis and in accordance with our policies and procedures, due to increased regulatory scrutiny of expense allocation policies in the private investment funds realm, there is no guarantee that our policies and procedures will not be challenged by our supervising 39 regulatory bodies.
Such reform includes, among other things, additional regulation of investment funds, as well as their managers 46 and activities, including compliance, risk management and anti-money laundering procedures; restrictions on specific types of investments and the provision and use of leverage; implementation of capital requirements; limitations on compensation to managers; and books and records, reporting and disclosure requirements.
Such reform includes, among other things, additional regulation of investment funds, as well as their managers and activities, including compliance, risk management and anti-money laundering procedures; restrictions on specific types of investments and the provision and use of leverage; implementation of capital requirements; limitations on compensation to managers; and books and records, reporting and disclosure requirements.
Also, during periods of financial distress or following an insolvency, our ability to influence a company’s affairs and to take actions to protect investments by our funds may be substantially less than that of those holding senior interests. Our risk management strategies and procedures may leave us exposed to unidentified or unanticipated risks.
Also, during periods of financial distress or following an insolvency, our ability to influence a company’s affairs and to take actions to protect investments by our funds may be substantially less than that of those holding senior interests. 61 Our risk management strategies and procedures may leave us exposed to unidentified or unanticipated risks.
Notwithstanding the foregoing, our Charter provides that the exclusive forum provisions do not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. 71 These provisions may have the effect of discouraging lawsuits against our directors and officers.
Notwithstanding the foregoing, our Charter provides that the exclusive forum provisions do not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. These provisions may have the effect of discouraging lawsuits against our directors and officers.
The governing agreements of most of our closed-ended, specialized funds provide that, subject to certain conditions, investors comprising a certain percentage of commitments to these funds, which may be as low as 75%, have the right to suspend or terminate the commitment periods of these funds or cause our removal as general partner and investment manager of 34 these funds without cause.
The governing agreements of most of our closed-ended, specialized funds provide that, subject to certain conditions, investors comprising a certain percentage of commitments to these funds, which may be as low as 75%, have the right to suspend or terminate the commitment periods of these funds or cause our removal as general partner and investment manager of these funds without cause.
We will have no obligation to distribute such cash balances to our stockholders, 68 and no adjustments will be made to the consideration provided to an exchanging holder in connection with a direct exchange or redemption of Grosvenor common units under the A&R LLLPA as a result of any retention of cash by us.
We will have no obligation to distribute such cash balances to our stockholders, and no adjustments will be made to the consideration provided to an exchanging holder in connection with a direct exchange or redemption of Grosvenor common units under the A&R LLLPA as a result of any retention of cash by us.
Even if an investigation does not result in sanctions, or results in a sanction imposed against us or our personnel is small in monetary amount, the adverse publicity relating to the investigation or the imposition of sanctions against us by regulators could harm our reputation and cause us to lose existing clients or fail to gain new clients.
Even if an investigation does not result in sanctions, or results in a sanction imposed against us or our personnel that is small in monetary amount, the adverse publicity relating to the investigation or the imposition of sanctions against us by regulators could harm our reputation and cause us to lose existing clients or fail to gain new clients.
In addition, the structuring of future transactions and investments may take into consideration the members’ tax considerations even where no similar benefit would accrue to us. 70 Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third-party.
In addition, the structuring of future transactions and investments may take into consideration the members’ tax considerations even where no similar benefit would accrue to us. Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third-party.
In addition, current and future litigation, regardless of its merits, could result in substantial legal fees, settlement or judgment costs and a diversion of management’s attention and resources that are needed to successfully run our business. An active trading market for our securities may not be maintained.
In addition, current and future 75 litigation, regardless of its merits, could result in substantial legal fees, settlement or judgment costs and a diversion of management’s attention and resources that are needed to successfully run our business. An active trading market for our securities may not be maintained.
Complying with these laws imposes potentially significant costs and complex additional burdens, and any 48 failure by us, our funds or the companies in which they invest to comply with them could expose us to significant penalties, sanctions, loss of future investment opportunities, additional regulatory scrutiny and reputational harm.
Complying with these laws imposes potentially significant costs and complex additional burdens, and any failure by us, our funds or the companies in which they invest to comply with them could expose us to significant penalties, sanctions, loss of future investment opportunities, additional regulatory scrutiny and reputational harm.
Nearly all of our managing directors and many of our executive directors are subject to employment contracts that contain various incentives and restrictive covenants designed to retain these employees for the long-term success of our business, but none of them is obligated to remain actively involved with us.
Nearly all of our managing directors and many of our executive directors are subject to employment contracts that contain various incentives and restrictive covenants designed to retain these employees for the long-term success of our business, but none of 42 them is obligated to remain actively involved with us.
Although we maintain errors or omissions and cyber liability insurance, the costs related to an incident or other security threats or disruptions may not be fully insured or indemnified by other means, and insurance and other safeguards might only partially reimburse us for our losses, if at all.
Although we maintain errors or omissions and cyber liability insurance, the costs related to an incident or other security threats or disruptions may not be fully insured or indemnified by other means, and insurance and other safeguards 45 might only partially reimburse us for our losses, if at all.
In addition, because the illiquid investments held by our funds, and the underlying funds in which we invest may be in industries or sectors that are unstable, in distress, or undergoing some uncertainty, such investments are subject to rapid changes in value caused by sudden company-specific or industry-wide developments.
In addition, because the illiquid investments held by our funds, and the underlying funds in which we invest may be in industries or sectors 59 that are unstable, in distress, or undergoing some uncertainty, such investments are subject to rapid changes in value caused by sudden company-specific or industry-wide developments.
If any of the foregoing were to occur, the values of our investments and the investments we have made on behalf of clients could decrease and our financial condition, results of operations and cash flow could suffer as a result. 60 Investments by our funds may in many cases rank junior to investments made by other investors.
If any of the foregoing were to occur, the values of our investments and the investments we have made on behalf of clients could decrease and our financial condition, results of operations and cash flow could suffer as a result. Investments by our funds may in many cases rank junior to investments made by other investors.
The SEC has increased its regulation and scrutiny of the asset management and private equity industries in recent years, focusing on the private equity industry’s fees, allocation of expenses to funds, marketing practices, allocation of fund investment opportunities, disclosures to clients, the allocation of broken-deal expenses, the management of conflicts of interest disclosures, valuation practices and other fiduciary obligations.
In recent years the SEC has increased its regulation and scrutiny of the asset management and private equity industries, focusing on fees, allocation of expenses to funds, marketing practices, allocation of fund investment opportunities, disclosures to clients, the allocation of broken-deal expenses, the management of conflicts of interest disclosures, valuation practices and other fiduciary obligations.
If we fail to comply with these laws and regulations, we could be exposed to claims for damages, civil or criminal financial penalties, reputational harm, incarceration of our employees, restrictions on our operations and other liabilities, which could materially and adversely affect our business, results of 50 operations and financial condition.
If we fail to comply with these laws and regulations, we could be exposed to claims for damages, civil or criminal financial penalties, reputational harm, incarceration of our employees, restrictions on our operations and other liabilities, which could materially and adversely affect our business, results of operations and financial condition.
As a result, as of the date of this Annual Report on Form 10-K, the Key Holders control approximately 75% of the combined voting power of our common stock. As a result of the Key Holders’ holdings, we qualify as a “controlled company” within the meaning of the corporate governance standards of The Nasdaq Stock Market LLC (“Nasdaq”).
As a result, as of the date of this Annual Report on Form 10-K, the Key Holders control approximately 75% of the combined voting power of our common stock. As a result of the Key Holders’ holdings, we currently qualify as a “controlled company” within the meaning of the corporate governance standards of The Nasdaq Stock Market LLC (“Nasdaq”).
The termination or suspension of a fund’s commitment period or our removal as general partner of a fund would result in loss of management fee revenues and potentially some or all of any carried interest to which we may otherwise have been entitled to receive.
The termination or suspension of a fund’s commitment period or our removal as general partner of a 34 fund would result in loss of management fee revenues and potentially some or all of any carried interest to which we may otherwise have been entitled to receive.
We also cannot guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all. Rapidly developing and changing privacy and cybersecurity laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.
We also cannot guarantee that applicable insurance will be available to us in the future on economically reasonable terms or at all. Rapidly developing and changing privacy laws and regulations could increase compliance costs and subject us to enforcement risks and reputational damage.
Further, the SEC has highlighted valuation practices as one of its areas of focus in investment adviser examinations and has continued to institute enforcement actions against investment advisers for misleading investors about valuation and failing to adopt and implement reasonably designed written policies and procedures concerning the valuation of investments.
The SEC has highlighted valuation practices as one of its areas of focus in investment adviser examinations and has continued to institute enforcement actions against investment advisers for misleading investors about valuation and failing to adopt and implement reasonably designed written policies and procedures concerning the valuation of investments.
As a result, the multi-class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure and may result in large institutional investors not purchasing shares of our Class A common stock.
As a result, the multi-class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause 67 us to change our capital structure and may result in large institutional investors not purchasing shares of our Class A common stock.
For more information, see “Description of Capital Stock.” In the event of a merger, consolidation or tender or exchange offer, holders of our Class A common stock will not be entitled to receive excess economic consideration for their shares over that payable to the holders of our Class B common stock.
For more information, see “Description of Capital Stock.” 71 In the event of a merger, consolidation or tender or exchange offer, holders of our Class A common stock will not be entitled to receive excess economic consideration for their shares over that payable to the holders of our Class B common stock.
As a result, it may be difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. General Risk Factors The market price and trading volume of our securities has been, and may continue to be volatile.
As a result, it may be difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. 74 General Risk Factors The market price and trading volume of our securities has been, and may continue to be volatile.
Our funds may invest in companies in which we or one or more or our other funds also invest, either directly or indirectly. Investments in a company by certain of our funds may be made prior to the investment by other funds, concurrently, 37 including as part of the same financing plan or after the investments by such other funds.
Our funds may invest in companies in which we or one or more or our other funds also invest, either directly or indirectly. Investments in a company by certain of our funds may be made prior to the investment by other funds, concurrently, including as part of the same financing plan or after the investments by such other funds.
The loss of the services of one or more members of our senior team could have a material adverse effect on our business, financial 42 condition and results of operations, including on the performance of our funds, our ability to retain and attract clients and highly qualified employees and our ability to raise new funds.
The loss of the services of one or more members of our senior team could have a material adverse effect on our business, financial condition and results of operations, including on the performance of our funds, our ability to retain and attract clients and highly qualified employees and our ability to raise new funds.
If a new business generates insufficient revenues or if we are unable to efficiently manage our expanded operations, our business, financial condition and results of operations could be materially and adversely affected. Restrictions on our ability to collect and analyze data regarding our clients’ investments could adversely affect our business.
If a new business generates insufficient revenues or if we are unable to efficiently manage our expanded operations, our business, financial condition and results of operations could be materially and adversely affected. 43 Restrictions on our ability to collect and analyze data regarding our clients’ investments could adversely affect our business.
To the extent that risk-based capital charges for securities issued by our vehicles are a relevant and material investment criterion for certain regulated investors, like insurance companies, then any increased risk-based capital charge could render investments in these securities unattractive to these investors.
To the extent that risk-based capital charges for securities issued by our vehicles are a relevant and material 58 investment criterion for certain regulated investors, like insurance companies, then any increased risk-based capital charge could render investments in these securities unattractive to these investors.
In addition, if we are unable to deploy capital at a pace that is sufficient to offset the pace of realizations that we return to our clients, our fee revenues could decrease. 36 The nature of closed-ended funds involves the perpetual return of capital to investors. This return of capital to investors in our funds reduces our FPAUM.
In addition, if we are unable to deploy capital at a pace that is sufficient to offset the pace of realizations that we return to our clients, our fee revenues could decrease. The nature of closed-ended funds involves the perpetual return of capital to investors. This return of capital to investors in our funds reduces our FPAUM.
Co-investment arrangements may be structured 38 through one or more of our investment vehicles, and in such circumstances, co-investors will generally bear the costs and expenses thereof (which could lead to conflicts of interest regarding the allocation of costs and expenses between such co-investors and investors in our other investment funds).
Co-investment arrangements may be structured through one or more of our investment vehicles, and in such circumstances, co-investors will generally bear the costs and expenses thereof (which could lead to conflicts of interest regarding the allocation of costs and expenses between such co-investors and investors in our other investment funds).
The termination of such relationships or the imposition of restrictions on our ability to use the investment-related information we 43 obtain in connection with our investing, monitoring and reporting services could adversely affect our business, financial condition and results of operations.
The termination of such relationships or the imposition of restrictions on our ability to use the investment-related information we obtain in connection with our investing, monitoring and reporting services could adversely affect our business, financial condition and results of operations.
These and other changes that could be enacted in the future, including changes to tax laws enacted by governments in jurisdictions in which we operate, could result in further changes to the tax laws in which we are subject to and would materially adversely affect our financial position and results of operations.
These and other changes that could be enacted in the future, including changes to tax laws enacted by governments in jurisdictions in which we operate, could result in further changes to the tax laws which we are subject to and could materially adversely affect our financial position and results of operations.
However, if these funds fail to satisfy an exception under the Plan Asset Regulations, such failure could materially interfere with our activities in relation to these funds and expose us to risks related to our failure to comply with such provisions of ERISA and the Code.
However, if these funds fail to satisfy an exception under the Plan Asset Regulations, such failure 48 could materially interfere with our activities in relation to these funds and expose us to risks related to our failure to comply with such provisions of ERISA and the Code.
The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under the new administration remain highly uncertain. Future changes may adversely affect our operating environment and therefore our business, financial condition and results of operations.
The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under the current administration remain highly uncertain. Future changes may adversely affect our operating environment and therefore our business, financial condition and results of operations.
Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity or the protection and processing of personal data, creating an overlapping patchwork of legislation that is always evolving and subject to differing interpretations.
Many jurisdictions in which we operate have laws and regulations relating to data privacy or the protection and processing of personal data, creating an overlapping patchwork of legislation that is always evolving and subject to differing interpretations.
The value of the fund investments of our funds is determined 58 periodically by us based in general on the fair value of such investments as reported by the underlying fund managers. Our valuation of the funds in which we invest is largely dependent upon the processes employed by the managers of those funds.
The value of the fund investments of our funds is determined periodically by us based in general on the fair value of such investments as reported by the underlying fund managers. Our valuation of the funds in which we invest is largely dependent upon the processes employed by the managers of those funds.
Furthermore, any new or incremental regulatory measures or changes to existing measures for or affecting the U.S. financial services industry, including under the new administration, may increase costs and create regulatory uncertainty and additional competition for our products.
Furthermore, any new or incremental regulatory measures or changes to existing measures for or affecting the U.S. financial services industry, including under the current administration, may increase costs and create regulatory uncertainty and additional competition for our products.
For example, we are subject to the European General Data Protection Regulation and applicable national supplementing laws (“EU GDPR”) and the United Kingdom General Data Protection Regulations and Data Protection Act 2018 (“U.K. GDPR” and with the EU GDPR, the “GDPR”).
For example, we are subject to the European Union General Data Protection Regulation and applicable national supplementing laws (“EU GDPR”) and the United Kingdom General Data Protection Regulations and Data Protection Act 2018 (“U.K. GDPR” and with the EU GDPR, the “GDPR”).
As part of their increased focus on the allocation of their capital to environmentally sustainable economic activities, certain clients and investors have also begun to request or require data and/or use third-party benchmarks and ratings to allow them to monitor the impact of their investments for which we may be required to engage third party advisors and/or service providers to fulfil the requests and requirements, thereby exacerbating any increase in compliance burden and costs.
As part of their increased focus on the allocation of their capital to environmentally sustainable economic activities, certain clients and investors have also begun to request or require data and/or use third-party benchmarks and ratings to allow them to monitor the impact of their investments for which we may be required to engage third party advisors and/or service providers to fulfill the requests and requirements, thereby exacerbating any increase in compliance burden and costs.
The allocation of co-investment opportunities by us sometimes involves a benefit to us including, without limitation, management fees, carried interest or other performance-based compensation from a co-investment opportunity.
The allocation of co-investment opportunities by us sometimes involves a benefit to us including, without 38 limitation, management fees, carried interest or other performance-based compensation from a co-investment opportunity.
Similarly, the cost of new compliance obligations attributable to certain funds could increase the financial burden on certain funds to the extent those costs are treated as fund expenses and could reduce distributions.
Similarly, the cost of any new compliance obligations attributable to certain funds could increase the financial burden on certain funds to the extent those costs are treated as fund expenses and could reduce distributions.
To the extent we enter into new lines of business and new geographic markets, we will face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of clients due to the perception that we are no longer focusing on our core business.
To the extent we enter into new lines of business and new geographic markets, we have in the past and will continue to face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of clients due to the perception that we are no longer focusing on our core business.
These market conditions can also have an impact 54 on our ability and the ability of our funds and the investments made by our funds to liquidate positions in a timely and efficient manner.
These market conditions can also have an impact on our ability and the ability of our funds and the investments made by our funds to liquidate positions in a timely and efficient manner.
Purchases of shares of our Class A common stock and warrants pursuant to our stock repurchase plan may affect the value of our Class A common stock, and there can be no assurance that our stock repurchase plan will enhance stockholder value.
Purchases of shares of our Class A common stock pursuant to our stock repurchase plan may affect the value of our Class A common stock, and there can be no assurance that our stock repurchase plan will enhance stockholder value.
During trademark and service mark registration proceedings, we may receive rejections of our applications by the United States Patent and Trademark Office or in other foreign jurisdictions.
During trademark and service mark registration proceedings, we may receive 53 rejections of our applications by the United States Patent and Trademark Office or in other foreign jurisdictions.
Such non-U.S. investments involve certain factors not typically associated with U.S. investments, including risks related to: • currency exchange matters, such as exchange rate fluctuations between the U.S. dollar and the foreign currency in which the investments are denominated, and costs associated with conversion of investment proceeds and income from one currency to another; • differences between the U.S. and foreign capital markets, including the absence of uniform accounting, auditing, financial reporting and legal standards, practices and disclosure requirements and less government supervision and regulation; • certain economic, social and political risks, including exchange control regulations and restrictions on foreign investments and repatriation of capital, the risks of political, economic or social instability; and • the possible imposition of foreign taxes with respect to such investments or confiscatory taxation.
Such non-U.S. investments involve certain factors not typically associated with U.S. investments, including risks related to: • currency exchange matters, such as exchange rate fluctuations between the U.S. dollar and the foreign currency in which the investments are denominated, and costs associated with conversion of investment proceeds and income from one currency to another; • differences between the U.S. and foreign capital markets, including the absence of uniform accounting, auditing, financial reporting and legal standards, practices and disclosure requirements and less government supervision and regulation; • certain economic, social and political risks, including exchange control regulations and restrictions on foreign investments and repatriation of capital, tariffs and trade barriers, the risks of political, economic or social instability; and • the possible imposition of foreign taxes with respect to such investments or confiscatory taxation.
To the extent periods of volatility are coupled with lack of realizations from clients’ existing private markets portfolios, such clients may be left with disproportionately outsized remaining commitments, which significantly limits their ability to make new commitments. Our business could generate lower revenues in a general economic downturn or a tightening of global credit markets.
To the extent periods of volatility are coupled with lack of 55 realizations from clients’ existing private markets portfolios, such clients may be left with disproportionately outsized remaining commitments, which significantly limits their ability to make new commitments. Our business could generate lower revenues in a general economic downturn or recession or a tightening of global credit markets.
Our loss of these clients, or inability to raise additional investment amounts from these clients, may adversely impact our revenues. 64 Hedge fund investments are subject to numerous additional risks.
Our loss of these clients, or inability to raise additional investment amounts from these clients, may adversely impact our revenues. Hedge fund investments are subject to numerous additional risks.
For example, in the U.S., our compliance obligations include those relating to state laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”), which provides for enhanced privacy rights for California residents, such as the right to opt out of certain processing of their personal information, and is enforced by the Attorney General with statutory fines and damages.
For example, in the U.S., our compliance obligations include those relating to state laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”), which provides for enhanced privacy rights for California residents, such as the right to opt out of certain processing of their personal information, and is enforced by the California Attorney General and the California Privacy Protection Agency, with statutory fines and damages.
In addition, the boards of directors of the investment companies we manage could terminate our advisory engagement of those companies on as little as 30 days’ prior written notice.
In addition, the boards of directors of the investment companies we manage could terminate our advisory engagement on as little as 30 days’ prior written notice.
For example, a user may input confidential information, including material non-public information or personal identifiable information, into artificial intelligence technologies, resulting in such information becoming part of a dataset that is accessible by third-party artificial intelligence applications and users, including our competitors. Such actions could subject us to legal and regulatory investigations and/or actions.
For example, a user may input confidential information, including material non-public information, trade secrets, or personal identifiable information, into artificial intelligence technologies, resulting in such information becoming part of a dataset that is accessible by third-party artificial intelligence applications and users, including our competitors. Such actions could subject us to legal and regulatory investigations and/or actions.
Our ability to declare and pay dividends to our stockholders is likewise subject to Delaware law (which may limit the amount of funds available for dividends).
Our ability to declare and pay dividends to our stockholders is likewise subject to Delaware law (which may limit the amount of 72 funds available for dividends).
In 52 some cases, there may be trademark or service mark owners who have prior rights to our trademarks and service marks or to similar trademarks and service marks.
In some cases, there may be trademark or service mark owners who have prior rights to our trademarks and service marks or to similar trademarks and service marks.
For so long as registration statements for the sale of shares of our Class A common stock and warrants by the parties to the Registration Rights Agreement are available for use, the sale or possibility of sale of these shares of Class A common stock and warrants could have the effect of increasing the volatility in the market price of our Class A common stock or warrants, or decreasing the market price itself, even if our business is doing well.
For so long as registration statements for the sale of shares of our Class A common stock by the parties to the Registration Rights Agreement are available for use, the sale or possibility of sale of these shares of Class A common stock could have the effect of increasing the volatility in the market price of our Class A common stock, or decreasing the market price itself, even if our business is doing well.
Nevertheless, when conducting due diligence and making an assessment regarding an investment, we rely on the information available to us, including information provided by the target of the investment and, in some circumstances, third-party investigations, and such an investigation will not necessarily result in 56 the investment ultimately being successful.
Nevertheless, when conducting due diligence and making an assessment regarding an investment, we rely on the information available to us, including information provided by the target of the investment and, in some circumstances, third-party investigations, and such an investigation will not necessarily result in 57 the investment ultimately being successful.
The timing and amount of any share and warrant repurchases will be determined based on legal requirements, price, market and economic conditions and other factors. This activity could increase (or reduce the size of any decrease in) the market price of our Class A common stock at that time.
The timing and amount of any future share repurchases will be determined based on legal requirements, price, market and economic conditions and other factors. This activity could increase (or reduce the size of any decrease in) the market price of our Class A common stock at that time.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our systems, information, products, services and our broader enterprise IT environment; • a security team principally responsible for managing our (1) cybersecurity risk assessment processes, (2) security controls and (3) response to cybersecurity incidents; • policies, security technologies and safeguards to fulfill overall NIST CSF program goals and key controls established by the CIS; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security program; this includes penetration testing, and assisting internal audit in assessing the effectiveness of our controls; • cybersecurity awareness training of our employees, incident response personnel and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for key service providers, suppliers and vendors who have access to our critical systems and information.
Biggest changeKey elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information; • a security team principally responsible for managing our (1) cybersecurity risk assessment processes, (2) security controls and (3) response to cybersecurity incidents; • policies, security technologies and safeguards to fulfill overall NIST CSF program goals and key controls established by the CIS; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security program; this includes penetration testing, and assisting internal audit in assessing the effectiveness of our security processes; 76 • cybersecurity awareness training of our employees, including incident response personnel and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for key service providers, based on our assessment of their criticality to our operations and respective risk profiles.
Please see the section entitled “Risk Factors – Failure to maintain the security of our information technology networks, or those of service providers and other our third-parties, or cybersecurity incidents could harm our 77 reputation and have a material adverse effect on our results of operations, financial condition and cash flow ,” for more information.
Please see the section entitled “Risk Factors – Failure to maintain the security of our information technology networks, or those of service providers and other our third-parties, or cybersecurity incidents could harm our reputation and have a material adverse effect on our results of operations, financial condition and cash flow ,” for more information.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.
Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational and financial risk areas.
Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the audit committee oversight of cybersecurity and other information technology risks. The audit committee oversees management’s implementation of our cybersecurity risk management program. The audit committee receives periodic reports from management on our cybersecurity risks.
Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the audit committee oversight of cybersecurity, including oversight of management’s implementation of our cybersecurity risk management program. The audit committee receives periodic reports from management on our cybersecurity risks.
Our management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.
In addition, management updates the audit committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The audit committee reports to the full board of directors regarding its risk management activities, including those related to cybersecurity.
In addition, management updates the audit committee, as necessary, where it deems appropriate, regarding cybersecurity incidents it considers to be significant or potentially significant. The audit committee reports to the full board of directors regarding its risk management activities, including those related to cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.
Biggest changeWe consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations. 77

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn February 6, 2025, GCMG’s Board of Directors increased the firm's existing repurchase authorization by $50 million, from $140 million to $190 million. During the three months ended December 31, 2024 , we did not purchase any shares of Class A common stock or warrants to purchase shares of Class A Common stock.
Biggest changeOn February 6, 2025 , GCMG’s Board of Directors increased the firm’s existing repurchase authorization by $50 million, fr om $140 million to $190 million. On August 4, 2025, GCMG’s Board of Directors further increased the firm’s existing repurchase authorization by $30 million, from $190 million to $220 million.
The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act.
The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject 80 to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act.
Issuer Purchases of Equity Securities On August 6, 2021, GCMG’s Board of Directors authorized a stock repurchase plan which may be used to repurchase shares of our outstanding Class A common stock and warrants to purchase shares of Class A common stock, as well as to retire (by cash settlement or the payment of tax withholding amounts upon net settlement) equity-based awards granted under our 2020 Incentive Award Plan (and any successor plan thereto).
Issuer Purchases of Equity Securities On August 6, 2021, GCMG’s Board of Directors authorized a stock repurchase plan which may be used to repurchase shares of our outstanding Class A common stock and, until November 17, 2025, warrants to purchase shares of Class A common stock, as well as to retire (by cash settlement or the payment of tax withholding amounts upon net settlement) equity-based awards granted under our 2020 Incentive Award Plan (and any successor plan thereto).
As of December 31, 2024, $32.0 million remained available under our 79 stock repurchase plan. See Note 7 of our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
As of December 31, 2025, $55.7 million remained available under our stock repurchase plan. See Note 7 of our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Dividend Policy On February 6, 2025, the GCMG’s Board of Directors declared a quarterly dividend of $0.11 per share of Class A common stock to record holders as of the close of business on March 3, 2025. The payment date will be March 17, 2025. We expect we will continue to pay a comparable cash dividend on a quarterly basis.
Dividend Policy On February 9, 2026, the GCMG’s Board of Directors declared a quarterly dividend of $0.12 per share of Class A common stock to record holders as of the close of business on March 2, 2026. The payment date will be March 16, 2026. We expect we will continue to pay a comparable cash dividend on a quarterly basis.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Equity Our Class A common stock and warrants are listed on the Nasdaq Global Market under the symbols “GCMG” and “GCMGW,” respectively.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Equity Our Class A common stock is listed on the Nasdaq Global Market under the symbol “GCMG”.
GCMG’s Board of Directors has made subsequent increases to its stock repurchase authorization for shares and warrants. As of December 31, 2023, the total authorization was $115 million, excluding fees and expenses. On February 8, 2024, GCMG’s Board of Directors increased the firm's existing repurchase authorization by $25 million , from $115 million to $140 million.
GCMG’s Board of Directors has made subsequent increases to its stock repurchase authorization for shares and, until November 17, 2025, warrants. As of December 31, 2024, the total authorization was $140 million, excluding fees and expenses.
The number of record holders does not include persons who held shares of our Class A common stock in nominee or “street name” accounts through brokers.
Holders of Record As of February 16, 2026, there were approximately 60,810,959 shares of our Class A common stock outstanding with 2 holders of record of our Class A common stock. The number of record holders does not include persons who held shares of our Class A common stock in nominee or “street name” accounts through brokers.
Stock Performance Graph The following graph depicts the total return to stockholders from the closing price on November 18, 2020 (the date our Class A common stock began trading on Nasdaq) through December 31, 2024, relative to the performance of S&P 500 and S&P Composite 1500 Financials.
Stock Performance Graph The following graph depicts the total return to stockholders from the closing price on December 31, 2020 through December 31, 2025, relative to the performance of S&P 500 and S&P Composite 1500 Financials. The graph assumes $100 invested on December 31, 2020, and dividends reinvested in the security or index.
The graph assumes $100 invested on November 18, 2020, and dividends reinvested in the security or index. Total Return Performance The performance graph is not intended to be indicative of future performance.
Total Return Performance The performance graph is not intended to be indicative of future performance.
Removed
Holders of Record As of February 14, 2025, there were approximately 44,911,734 shares of our Class A common stock outstanding and 17,684,370 warrants to purchase our Class A common stock outstanding, with 1 and 2 holders of record of our Class A common stock and warrants, respectively.
Added
On February 9, 2026, GCMG’s Board of Directors further increased the firm’s existing repurchase authorization by $35 million, from $220 million to $255 million .
Added
The following table represents our purchases of Class A common stock during the three months ended December 31, 2025 for the periods indicated: 79 Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (2) October 1-31, 2025 824,196 $ 11.71 4,745,452 $ 76,726,976 November 1-30, 2025 1,016,947 $ 10.79 5,762,399 $ 65,753,080 December 1-31, 2025 917,582 $ 10.94 6,679,981 $ 55,718,038 Total 2,758,725 (1) Excludes shares of Class A common stock deemed to have been repurchased in conjunction with the payment of tax liabilities in respect of stock delivered to our employees in settlement of vested RSUs.
Added
There were no such deemed repurchases in the three months ended December 31, 2025. (2) The dollar value of shares that may yet be repurchased includes the deemed repurchases of common stock equivalents discussed in note (1) above. During the three months ended December 31, 2025, we did not purchase any warrants to purchase shares of Class A Common stock.

Item 7. Management's Discussion & Analysis

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

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Biggest changeWe may calculate or present these non-GAAP financial measures differently than other companies who report measures with the same or similar names, and as a result, the non-GAAP measures we report may not be comparable. 90 Summary of Non-GAAP Financial Measures Year Ended December 31, 2024 2023 2022 (in thousands) Revenues Private markets strategies $ 238,546 $ 214,338 $ 197,267 Absolute return strategies 148,408 146,550 159,134 Management fees, net (1) 386,954 360,888 356,401 Administrative fees and other operating income 6,127 4,652 4,121 Fee-Related Revenue 393,081 365,540 360,522 Less: Cash-based employee compensation and benefits, net (2) (147,045) (149,327) (158,875) General, administrative and other, net (1,3) (79,685) (76,271) (73,134) Fee-Related Earnings 166,351 139,942 128,513 Fee-Related Earnings Margin (4) 42 % 38 % 36 % Incentive fees: Performance fees 55,323 15,313 2,623 Carried interest 50,914 49,590 72,544 Incentive fee related compensation and NCI: Cash-based incentive fee related compensation (36,455) (15,628) (11,001) Carried interest compensation, net (5) (29,990) (28,553) (41,868) Carried interest attributable to noncontrolling interests (3,337) (5,095) (8,411) Realized investment income, net of amount attributable to noncontrolling interests in subsidiaries (6) 6,676 3,103 4,699 Interest income 2,695 2,021 787 Other (income) expense (340) 109 (79) Depreciation 2,007 1,383 1,540 Adjusted EBITDA 213,844 162,185 149,347 Depreciation (2,007) (1,383) (1,540) Interest expense (24,160) (23,745) (23,314) Adjusted Pre-Tax Income 187,677 137,057 124,493 Adjusted income taxes (7) (46,919) (33,853) (30,127) Adjusted Net Income $ 140,758 $ 103,204 $ 94,366 ____________ (1) Excludes fund reimbursement revenue of $14.7 million, $14.6 million and $10.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Biggest changeWe may calculate or present these non-GAAP financial measures differently than other companies who report measures with the same or similar names, and as a result, the non-GAAP measures we report may not be comparable. 91 Summary of Non-GAAP Financial Measures Year Ended December 31, 2025 2024 2023 (in thousands) Revenues Private markets strategies (1) $ 252,798 $ 238,546 $ 214,338 Absolute return strategies (1) 155,190 148,408 146,550 Management fees, net 407,988 386,954 360,888 Administrative fees and other operating income 8,271 6,127 4,652 Fee-Related Revenue 416,259 393,081 365,540 Less: Cash-based employee compensation and benefits, net (2) (147,610) (147,045) (149,327) General, administrative and other, net (3) (83,525) (79,685) (76,271) Fee-Related Earnings 185,124 166,351 139,942 Fee-Related Earnings Margin (4) 44 % 42 % 38 % Incentive fees: Performance fees 68,245 55,323 15,313 Carried interest 55,257 50,914 49,590 Incentive fee related compensation and NCI: Cash-based incentive fee related compensation (44,517) (36,455) (15,628) Carried interest compensation, net (5) (31,551) (29,990) (28,553) Carried interest attributable to noncontrolling interests (2,916) (3,337) (5,095) Realized investment income, net of amount attributable to noncontrolling interests in subsidiaries (6) 8,385 6,676 3,103 Interest income 4,954 2,695 2,021 Other (income) expense (458) (340) 109 Depreciation 3,108 2,007 1,383 Adjusted EBITDA 245,631 213,844 162,185 Depreciation (3,108) (2,007) (1,383) Interest expense (22,789) (24,160) (23,745) Adjusted Pre-Tax Income 219,734 187,677 137,057 Adjusted income taxes (7) (53,394) (46,919) (33,853) Adjusted Net Income $ 166,340 $ 140,758 $ 103,204 ____________ (1) Excludes fund expense reimbursement revenue, net of $16.5 million, $14.7 million and $14.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, and excludes net revenue of noncontrolling interests of $1.3 million in a consolidated subsidiary for the year ended December 31, 2025.
Our Class A common stock and warrants may be repurchased from time to time in open market transactions, in privately negotiated transactions, including with employees or otherwise, pursuant to the requirements of Rule 10b5-1 and Rule 10b-18 of the Exchange Act, as well as to retire (by cash settlement or the payment of tax withholding amounts upon net settlement) equity-based awards granted under our 2020 Incentive Award Plan, as amended and restated (and any successor plan thereto), with the terms and conditions of these repurchases depending on legal requirements, price, market and economic conditions and other factors.
Our Class A common stock may be repurchased from time to time in open market transactions, in privately negotiated transactions, including with employees or otherwise, pursuant to the requirements of Rule 10b5-1 and Rule 10b-18 of the Exchange Act, as well as to retire (by cash settlement or the payment of tax withholding amounts upon net settlement) equity-based awards granted under our 2020 Incentive Award Plan, as amended and restated (and any successor plan thereto), with the terms and conditions of these repurchases depending on legal requirements, price, market and economic conditions and other factors.
Fees paid to a decision maker or service provider are not deemed variable interests in an entity if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services; (ii) the service arrangement includes only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated at arm’s length; and (iii) the decision maker does not 99 hold other interests in the entity that individually, or in the aggregate, would absorb more than an insignificant amount of the entity’s expected losses or receive more than an insignificant amount of the entity’s expected residual returns.
Fees paid to a decision maker or service provider are not deemed variable interests in an entity if (i) the fees are compensation for services provided and are commensurate with the level of effort required to provide those services; (ii) the service arrangement includes only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated at arm’s length; and (iii) the decision maker does not hold other interests in the entity that individually, or in the aggregate, would absorb more than an insignificant amount of the entity’s expected losses or receive more than an insignificant amount of the entity’s expected residual returns.
On May 23, 2024, the Company entered into a forward-starting swap agreement to hedge interest rate risk related to payments 97 during the extended maturity of the Term Loan Facility that has an effective date of February 2028, a notional amount of $317.0 million and a fixed rate of 4.17%.
On May 23, 2024, the Company entered into a forward-starting swap agreement to hedge interest rate risk related to payments during the extended maturity of the Term Loan Facility that has an effective date of February 2028, a notional amount of $317.0 million and a fixed rate of 4.17%.
We analyze our tax filing positions in the U.S. federal, state, local and foreign tax jurisdictions where we are required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, we 101 determine that uncertainties in tax positions exist, a liability is established.
We analyze our tax filing positions in the U.S. federal, state, local and foreign tax jurisdictions where we are required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, we determine that uncertainties in tax positions exist, a liability is established.
As a holding company, we are dependent upon the ability of GCMH to make distributions to its members, including us. However, the ability of GCMH to make such distributions is subject to its operating results, cash requirements and financial condition, restrictive covenants in our debt instruments and applicable Delaware law.
As a holding company, we are dependent upon the ability of GCMH to make distributions to its members, including us. However, the ability of GCMH to make such distributions is subject to its operating results, cash requirements and financial condition, restrictive covenants in our debt instruments and applicable 98 Delaware law.
We are not obligated under the terms of the program to repurchase any of our Class A common stock or warrants, the program has no expiration date and we may suspend or terminate the program at any time without prior notice. Any shares of Class A common stock and any warrants repurchased as part of this program will be canceled.
We are not obligated under the terms of the program to repurchase any of our Class A common stock, the program has no expiration date and we may suspend or terminate the program at any time without prior notice. Any shares of Class A common stock repurchased as part of this program will be canceled.
Carried interest can vary materially period to period based on the judgments, market factors and actions of third parties discussed above. Provision for Income Taxes The Company is taxed as a corporation for U.S. federal and state income tax purposes. GCMH is treated as a partnership for U.S. federal income tax purposes.
Carried interest can vary materially period to period based on the judgments, market factors and actions of third parties discussed above. 102 Provision for Income Taxes The Company is taxed as a corporation for U.S. federal and state income tax purposes. GCMH is treated as a partnership for U.S. federal income tax purposes.
Critical Accounting Policies and Estimates We prepare our Consolidated Financial Statements in accordance with GAAP. In applying many of these accounting principles, we are required to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our Consolidated Financial Statements and accompanying footnotes.
Critical Accounting Policies and Estimates We prepare our Consolidated Financial Statements in accordance with GAAP. In applying many of these accounting principles, we are required to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, 100 revenues and expenses in our Consolidated Financial Statements and accompanying footnotes.
This is consistent with how our chief operating decision maker, who is our Chief Executive Officer, allocates resources and assesses performance. 82 Organizational Structure The diagram below depicts our current organizational structure: Note: The diagram depicts a simplified version of our structure and does not include all legal entities in our structure.
This is consistent with how our chief operating decision maker, who is our Chief Executive Officer, allocates resources and assesses performance. Organizational Structure The diagram below depicts our current organizational structure: Note: The diagram depicts a simplified version of our structure and does not include all legal entities in our structure.
General, Administrative and Other General, administrative and other consists primarily of professional fees, travel and related expenses, IT operations, communications and information services, occupancy, fund expenses, depreciation and amortization, and other costs associated with our operations. Net Other Income (Expense) Investment Income Investment income primarily consists of gains and losses arising from our equity method investments.
General, Administrative and Other General, administrative and other consists primarily of professional fees, travel and related expenses, IT operations, communications and information services, occupancy, fund expenses, depreciation and amortization, and other costs associated with our operations. 86 Net Other Income (Expense) Investment Income Investment income primarily consists of gains and losses arising from our equity method investments.
However, if the arrangement has characteristics more akin to the risks and rewards of equity ownership, the arrangement would be accounted for under stock-based compensation guidance. Payments to the employees for partnership interest awards are made by Holdings, Holdings II and Management LLC.
However, if the arrangement has characteristics more akin to the risks and rewards of equity ownership, the arrangement would be accounted for under stock-based compensation guidance. Payments to the employees for partnership interest awards are made 101 by Holdings, Holdings II and Management LLC.
Interest Expense Interest expense includes interest paid and accrued on our outstanding debt, along with the amortization of deferred debt issuance costs incurred from debt issued by us, including the Term Loan Facility and the Revolving Credit Facility (each of 85 which defined below) entered into by us.
Interest Expense Interest expense includes interest paid and accrued on our outstanding debt, along with the amortization of deferred debt issuance costs incurred from debt issued by us, including the Term Loan Facility and the Revolving Credit Facility (each of which defined below) entered into by us.
Transaction-related costs for the year ended December 31, 2024 includes $3.0 million related to a debt amendment and extension expense. Non-core expenses includes New York office relocation costs of $1.9 million and $1.2 million for the year ended December 31, 2024 and 2023, respectively.
Transaction-related costs for the year ended December 31, 2024 includes $3.0 million related to a debt amendment and extension expense. Non-core expenses includes New York office relocation costs of $1.9 million and $1.2 million for the years ended December 31, 2024 and 2023, respectively.
As such, net income (loss) attributable to noncontrolling interests in GCMH is added back in order to reflect the full economics of the underlying business as if GCMH Equityholders converted their interests to shares of Class A common stock.
As such, net income (loss) attributable to noncontrolling interests in GCMH is added back in order to reflect the full economics of the underlying business as if GCMH Equityholders converted 93 their interests to shares of Class A common stock.
See Note 14 of our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for a summary of our interest rate derivatives to hedge interest rate risk related to the Company’s outstanding indebtedness. During the year ended December 31, 2024, the Company entered into swap agreements to hedge interest rate risk related to our debt.
See Note 14 of our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for a summary of our interest rate derivatives to hedge interest rate risk related to the Company’s outstanding indebtedness. During the year ended December 31, 2025, the Company entered into swap agreements to hedge interest rate risk related to our debt.
The 25.0%, 24.7% and 24.2% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 4.0%, 3.7%, and 3.2%, respectively. 93 Adjusted Net Income Per Share Adjusted net income per share is a non-GAAP measure that is calculated by dividing Adjusted Net Income by adjusted shares outstanding.
The 24.3%, 25.0% and 24.7% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 3.3%, 4.0%, and 3.7%, respectively. Adjusted Net Income Per Share Adjusted Net Income Per Share is a non-GAAP measure that is calculated by dividing Adjusted Net Income by adjusted shares outstanding.
This section of the Annual Report on Form 10-K discusses activity as of and for the years ended December 31, 2024 and 2023. For discussion on activity for the year ended December 31, 2022 and period-over-period analysis on results for the year ended December 31, 2023 to 2022, refer to Part II, “Item 7.
This section of the Annual Report on Form 10-K discusses activity as of and for the years ended December 31, 2025 and 2024. For discussion on activity for the year ended December 31, 2023 and period-over-period analysis on results for the year ended December 31, 2024 to 2023, refer to Part II, “Item 7.
The following table shows a reconciliation of diluted weighted-average shares of Class A common stock outstanding to adjusted shares outstanding used in the computation of adjusted net income per share for the years ended December 31, 2024, 2023 and 2022, respectively.
The following table shows a reconciliation of diluted weighted-average shares of Class A common stock outstanding to adjusted shares outstanding used in the computation of adjusted net income per share for the years ended December 31, 2025, 2024 and 2023, respectively.
Prior to the Transaction, partners of GCMH were taxed on their allocable share of the Partnership’s earnings. Subsequent to the Transaction, GCMH Equityholders, as applicable, are taxed on their share of the Partnership’s earnings; therefore, the Company does not record a provision for federal income taxes on the GCMH Equityholders’ allocable share of the Partnership’s earnings.
Prior to the Transaction, partners of GCMH were taxed on their allocable share of the Partnership’s earnings. Subsequent to the Transaction, GCMH Equityholders, as applicable, are taxed on their share of the Partnership’s earnings; therefore, the Company does not record a provision for U.S. federal income taxes on the GCMH Equityholders’ allocable share of the Partnership’s earnings.
(2) Includes $1.9 million and $1.2 million related to New York office relocation costs for the years ended December 31, 2024 and 2023, respectively. (3) Represents corporate income taxes at a blended statutory effective tax rates of 25.0%, 24.7% and 24.2% applied to Adjusted Pre-Tax Income for the years ended December 31, 2024, 2023 and 2022, respectively.
(2) Includes $1.9 million and $1.2 million related to New York office relocation costs for the years ended December 31, 2024 and 2023, respectively. 94 (3) Represents corporate income taxes at a blended statutory effective tax rates of 24.3%, 25.0% and 24.7% applied to Adjusted Pre-Tax Income for the years ended December 31, 2025, 2024 and 2023, respectively.
Holdings Awards are further described in Note 11 in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K). These awards do not dilute Class A common stockholders or impact our net cash flows.
Holdings Awards and GCMH Equityholders Awards are further described in Note 11 in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. These awards do not dilute Class A common stockholders or impact our net cash flows.
(2) Represents interest to be paid on our debt obligations. The interest payments are calculated using the interest rate of 6.8% on our Term Loan Facility in effect as of December 31, 2024 and exclude the impact of interest rate hedges. (3) Represents general partner capital funding commitments to several of the GCM Funds.
(2) Represents interest to be paid on our debt obligations. The interest payments are calculated using the interest rate of 6.2% on our Term Loan Facility in effect as of December 31, 2025 and exclude the impact of interest rate hedges. (3) Represents general partner capital funding commitments to several of the GCM Funds.
Adjusted Pre-Tax Income represents net income attributable to GCM Grosvenor Inc. including (a) net income (loss) attributable to GCMH, excluding (b) provision for income taxes, (c) changes in fair value of derivatives and warrant liabilities, (d) amortization expense, (e) partnership interest-based and non-cash compensation, (f) equity-based compensation, including cash-settled equity awards (as we view the cash settlement as a separate capital transaction), (g) unrealized investment income, (h) changes in TRA liability and (i) certain other items that we believe are not indicative of our core performance, including charges related to corporate transactions, employee severance, office relocation costs, and loss on extinguishment of debt.
Adjusted Pre-Tax Income represents net income attributable to GCM Grosvenor Inc. including (a) net income (loss) attributable to noncontrolling interest in GCMH, excluding (b) provision (benefit) for income taxes, (c) changes in fair value of warrant liabilities, (d) amortization expense, (e) partnership interest-based and non-cash compensation, (f) equity-based compensation, including cash-settled equity awards (as we view the cash settlement as a separate capital transaction), (g) unrealized investment income, (h) changes in tax receivable agreement liability and (i) certain other items that we believe are not indicative of our core performance, including charges related to completed and corporate transactions, employee severance, office relocation costs, and loss on extinguishment of debt.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. Overview We are a leading alternative asset management solutions provider that invests across all major alternative investment strategies.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 20, 2025. Overview We are a leading alternative asset management solutions provider that invests across all major alternative investment strategies.
We expect that the payments we are required to make under the Tax Receivable Agreement could be substantial. Based on current projections, we anticipate having sufficient taxable income to utilize these tax attributes and receive corresponding tax deductions in future periods. As of December 31, 2024, the Tax Receivable Agreement results in a liability of $51 million.
We expect that the payments we are required to make under the Tax Receivable Agreement could be substantial. Based on current projections, we anticipate having sufficient taxable income to utilize these tax attributes and receive corresponding tax deductions in future periods. As of December 31, 2025, the Tax Receivable Agreement results in a liability of $55 million.
Absent an event of default under the Credit Agreement governing the terms of the Term Loan Facility, GCMH may make unlimited distributions when the Total Leverage Ratio (as defined in the Credit Agreement) is below stated thresholds. As of December 31, 2024, the Total Leverage Ratio was below 3.00x and the Company was in compliance with all financial covenants.
Absent an event of default under the Credit Agreement governing the terms of the Term Loan Facility, GCMH may make unlimited distributions when the Total Leverage Ratio (as defined in the Credit Agreement) is below stated thresholds. As of December 31, 2025, the Total Leverage Ratio was below 3.75x and the Company was in compliance with all financial covenants.
In the event that a client redeems from one of the GCM Funds prior to the end of a measurement period, any accrued performance fee is ordinarily due and payable by such redeeming client as of the redemption date. For the year ended December 31, 2024, the Company recorded $55 million of performance fees.
In the event that a client redeems from one of the GCM Funds prior to the end of a measurement period, any accrued performance fee is ordinarily due and payable by such redeeming client as of the redemption date. For the year ended December 31, 2025, the Company recorded $68 million of performance fees.
Profits and losses, other than partnership interest-based compensation, are allocated to the noncontrolling interests in GCMH in proportion to their relative ownership interests regardless of their basis. 86 Results of Operations The following is a discussion of our consolidated results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 .
Profits and losses, other than partnership interest-based compensation, are allocated to the noncontrolling interests in GCMH in proportion to their relative ownership interests regardless of their basis. 87 Results of Operations The following is a discussion of our consolidated results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024 .
Accordingly, the amount of carried interest, typically net of tax, that we would be required to return if all remaining investments had no value as of the end of each reporting period is deferred at each reporting period. For the year ended December 31, 2024, the Company recorded $51 million of carried interest.
Accordingly, the amount of carried interest, typically net of tax, that we would be required to return if all remaining investments had no value as of the end of each reporting period is deferred at each reporting period. For the year ended December 31, 2025, the Company recorded $55 million of carried interest.
Any such expense previously recorded is reversed if the target amount is canceled or forfeited or if the required service period is not provided. For the year ended December 31, 2024, the Company recorded approximately $72 million of partnership interest-based compensation.
Any such expense previously recorded is reversed if the target amount is canceled or forfeited or if the required service period is not provided. For the year ended December 31, 2025, the Company recorded approximately $46 million of partnership interest-based compensation.
Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies and expectations of future earnings. As of December 31, 2024, the Company has $51 million of net deferred tax assets.
Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies and expectations of future earnings. As of December 31, 2025, the Company has $56 million of net deferred tax assets.
We recognize interest and penalties related to unrecognized tax benefits, if any, within provision for income taxes in the Consolidated Statements of Income (Loss). Accrued interest and penalties, if any, would be included within accrued expenses and other liabilities in the Consolidated Statements of Financial Condition. As of December 31, 2024, the Company has $1 million in uncertain tax positions.
We recognize interest and penalties related to unrecognized tax benefits, if any, within provision for income taxes in the Consolidated Statements of Income (Loss). Accrued interest and penalties, if any, would be included within accrued expenses and other liabilities in the Consolidated Statements of Financial Condition. As of December 31, 2025, the Company has $0.5 million in uncertain tax positions.
The overall decrease was primarily driven by decreases in partnership interest-based compensation and cash-based employee compensation and benefits, partially offset by an increase in cash-based incentive fee related compensation.
The overall decrease was primarily driven by decreases in partnership interest-based compensation, partially offset by an increase in cash-based incentive fee related compensation.
Also excludes completed and contemplated corporate transaction-related costs of $6.1 million, $6.4 million and $2.1 million for the years ended December 31, 2024, 2023 and 2022, respectively, and non-core expenses of $2.5 million, $2.2 million and $0.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Also excludes completed and contemplated corporate transaction-related costs of $1.8 million, $6.1 million and $6.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, and non-core expenses of $1.6 million, $2.5 million and $2.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Management fees will be charged on the remaining approximately $5.2 billion of CNYFPAUM as such capital is invested, which will depend on a number of factors, including the availability of eligible investment opportunities.
Management fees will be charged on the remaining approximately $8.3 billion of CNYFPAUM as such capital is invested, which will depend on a number of factors, including the availability of eligible investment opportunities.
Approximate ownership percentages are as of February 14, 2025. 1 Mr. Sacks, the chairman of our board of directors and our Chief Executive Officer, ultimately owns and controls GCM V. The address for Mr.
Approximate ownership percentages are as of February 16, 2026. 1 Mr. Sacks, the chairman of our board of directors and our Chief Executive Officer, ultimately owns and controls GCM V. The address for Mr.
Stock Repurchase Plan On August 6, 2021, GCMG’s Board of Directors authorized a stock repurchase plan which may be used to repurchase our outstanding Class A common stock and warrants to purchase Class A common stock.
Stock Repurchase Plan On August 6, 2021, GCMG’s Board of Directors authorized a stock repurchase plan which may be used to repurchase our outstanding Class A common stock and, until November 17, 2025, warrants to purchase Class A common stock.
Net Other Income (Expense) Investment income increased to $15.6 million for the year ended December 31, 2024 compared to investment income of $11.6 million for th e year ended December 31, 2023 , primarily due to the change in value of private and public market investments.
Net Other Income (Expense) Investment income increased to $16.3 million for the year ended December 31, 2025 compared to investment income of $15.6 million for th e year ended December 31, 2024 , primarily due to the change in value of private and public market investments.
Adjusted Net Income represents Adjusted Pre-Tax Income fully taxed at each period’s blended statutory tax rate. Adjusted EBITDA represents Adjusted Net Income excluding (a) adjusted income taxes, (b) depreciation and amortization expense and (c) interest expense on our outstanding debt.
Adjusted Net Income represents Adjusted Pre-Tax Income fully taxed at each period's blended statutory tax rate. Adjusted EBITDA is a non-GAAP measure which represents Adjusted Net Income excluding (a) adjusted income taxes, (b) depreciation and amortization expense and (c) interest expense on our outstanding debt.
Assets under management that are subject to performance fees, excluding investments of the firm and our professionals from which we generally do not earn incentive fees, were approximately $13.8 billion as of December 31, 2024.
Assets under management that are subject to performance fees, excluding investments of the firm and our professionals from which we generally do not earn incentive fees, were approximately $15.1 billion as of December 31, 2025.
We expect that our cash flow from operations, current cash and cash equivalents and available borrowing capacity under our Revolving Credit Facility will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for the next twelve months and the foreseeable future.
We expect that our cash flow from operations, current cash and cash equivalents, available borrowing capacity under our Revolving Credit Facility, and potential proceeds from the ATM 96 equity sales program will be sufficient to fund our operations and planned capital expenditures and to service our debt obligations for the next twelve months and the foreseeable future.
As of December 31, 2024, GCMH had borrowings of $435.8 million outstanding under the Term Loan Facility and no outstanding balance under the Revolving Credit Facility. As of December 31, 2024, we had available borrowing capacity of $50.0 million under our Revolving Credit Facility.
As of December 31, 2025, GCMH had borrowings of $431.4 million outstanding under the Term Loan Facility and no outstanding balance under the Revolving Credit Facility. As of December 31, 2025, we had available borrowing capacity of $50.0 million under our Revolving Credit Facility.
We provided investment management / advisory services on assets of $80.1 billion, $76.9 billion and $73.7 billion as of December 31, 2024, 2023 and 2022, respectively.
We provided investment management / advisory services on assets of $90.9 billion, $80.1 billion and $76.9 billion as of December 31, 2025, 2024 and 2023, respectively.
These operating cash flows were primarily driven by: • net income of $152.6 million and $93.3 million for the years ended December 31, 2024 and 2023, respectively, after adjusting for $116.0 million and $122.6 million of net non-cash activities for the years ended December 31, 2024 and 2023, respectively; • a decrease in working capital of $16.9 million during the year ended December 31, 2024, as compared to a decrease in working capital of $11.8 million during the year ended December 31, 2023, largely due to an increase in incentive fees earned during the year ended December 31, 2024, partially offset by lower cash-based compensation during the year ended December 31, 2024; and • proceeds received from investments of $13.1 million and $10.5 million for the years ended December 31, 2024 and 2023 , respectively.
These operating cash flows were primarily driven by: • net income of $194.9 million and $152.6 million for the years ended December 31, 2025 and 2024, respectively, after adjusting for $52.8 million and $116.0 million of net non-cash activities for the years ended December 31, 2025 and 2024, respectively; • a decrease in working capital of $28.1 million during the year ended December 31, 2025, as compared to a decrease in working capital of $16.9 million during the year ended December 31, 2024, largely due to an increase in incentive fees earned and cash-based compensation during the year ended December 31, 2025; and • proceeds received from investments of $16.8 million and $13.1 million for the years ended December 31, 2025 and 2024 , respectively.
The ramp in schedule will result in management fees being charged on approximately $1.0 billion , $0.8 billion and $1.2 billion of such amount beginning in 2025, 2026 and 2027 and beyond, respectively.
The ramp in schedule will result in management fees being charged on approximately $0.6 billion , $0.5 billion and $1.0 billion of such amount beginning in 2026, 2027 and 2028 and beyond, respectively.
These financing cash flows were driven by: • capital contributions received from noncontrolling interest holders of $1.9 million and $2.3 million during the years ended December 31, 2024 and 2023 , respectively; • capital distributions paid to partners and member of $(69.6) million and $(58.3) million during the years ended December 31, 2024 and 2023 , respectively; • capital distributions paid to noncontrolling interest holders of $(12.4) million and $(15.4) million during the years ended December 31, 2024 and 2023 respectively; 96 • proceeds from the Term Loan Facility amendment of $50.0 million during the year ended December 31, 2024; • principal payments on the Term Loan Facility of $(3.2) million and $(4.0) million during the years ended December 31, 2024 and 2023, respectively; • payments to repurchase Class A common stock of $(4.5) million during the year ended December 31, 2023; • the settlement of equity-based compensation to satisfy withholding tax requirements of $(12.7) million and $(10.2) million during the years ended December 31, 2024 and 2023, respectively; • dividends paid of $(20.5) million and $(20.3) million during the years ended December 31, 2024 and 2023, respectively; and • payments to related parties, pursuant to tax receivable agreement of $(3.2) million and $(3.2) million during the years ended December 31, 2024 and 2023, respectively.
These financing cash flows were driven by: • capital contributions received from noncontrolling interest holders of $3.2 million and $1.9 million during the years ended December 31, 2025 and 2024 , respectively; • capital distributions paid to partners and member of $(82.2) million and $(69.6) million during the years ended December 31, 2025 and 2024 , respectively; • capital distributions paid to noncontrolling interest holders of $(14.9) million and $(12.4) million during the years ended December 31, 2025 and 2024 respectively; • proceeds from the Term Loan Facility amendment of $50.0 million during the year ended December 31, 2024 ; • principal payments on the Term Loan Facility of $(4.4) million and $(3.2) million during the years ended December 31, 2025 and 2024, respectively; • payments to repurchase Class A common stock of $(30.7) million during the year ended December 31, 2025 ; • proceeds from the exercise of warrants of $119.7 million during the year ended December 31, 2025 ; • the settlement of equity-based compensation to satisfy withholding tax requirements of $(16.2) million and $(12.7) million during the years ended December 31, 2025 and 2024, respectively; • proceeds from Share Purchase Agreement, net of $49.8 million during the year ended December 31, 2025; • dividends paid of $(25.3) million and $(20.5) million during the years ended December 31, 2025 and 2024, respectively; and • payments to related parties, pursuant to tax receivable agreement of $(3.8) million and $(3.2) million during the years ended December 31, 2025 and 2024, respectively.
We did not repurchase any shares of Class A common stock for the year ended December 31, 2024. For the years ended December 31, 2024 and 2023, we did not repurchase any outstanding warrants to purchase Class A common stock . As of December 31, 2024, $32.0 million remained available under our stock repurchase plan.
For the years ended December 31, 2025 and 2024, we did not repurchase any outstanding warrants to purchase Class A common stock . As of December 31, 2025, $55.7 million remained available under our stock repurchase plan.
Net Cash Used in Investing Activities Net cash used in investing activities was $(31.8) million and $(18.8) million for the years ended December 31, 2024 and 2023 , respectively.
Net Cash Used in Investing Activities Net cash used in investing activities was $(26.5) million and $(31.8) million for the years ended December 31, 2025 and 2024 , respectively.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 FPAUM increased $3.1 billion, or 5%, to $64.8 billion during the year ended December 31, 2024 primarily due to $6.0 billion of contributions and a $2.6 billion increase in market value, partially offset by $2.7 billion and $1.7 billion of withdrawals and distributions, respectively. • Private markets strategies FPAUM increased $2.4 billion, or 6%, to $42.7 billion during the year ended December 31, 2024 primarily due to $4.7 billion of contributions, partially offset by $1.4 billion of distributions. • Absolute return strategies FPAUM increased $0.6 billion, or 3%, to $22.0 billion during the year ended December 31, 2024 primarily due to a $2.4 billion increase in market value and $1.3 billion of contributions. partially offset by $2.6 billion of withdrawals.
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 FPAUM increased $7.7 billion, or 12%, to $72.5 billion during the year ended December 31, 2025 primarily due to $8.3 billion of contributions and a $3.2 billion increase in market value, partially offset by $1.6 billion and $1.9 billion of withdrawals and distributions, respectively. • Private markets strategies FPAUM increased $4.5 billion, or 10%, to $47.2 billion during the year ended December 31, 2025 primarily due to $6.3 billion of contributions, partially offset by $1.6 billion of distributions. • Absolute return strategies FPAUM increased $3.3 billion, or 15%, to $25.3 billion during the year ended December 31, 2025 primarily due to a $3.0 billion increase in market value and $1.9 billion of contributions. partially offset by $1.4 billion of withdrawals.
Any distribution of proceeds derived from the securities held by the GCMH Equityholders is shared among the respective members of such entities in accordance with the applicable operating agreements of such entities. 5 As of February 14, 2025, there were 44,911,734 shares of Class A common stock outstanding and 144,235,246 common units of GCMH (“Common Units”) outstanding held by the GCMH Equityholders, which may be exchanged for shares of Class A common stock on a one-to-one basis, or, at the Company’s election for cash, pursuant to and subject to the restrictions set forth in the Fifth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH.
Any distribution of proceeds derived from the securities held by the GCMH Equityholders is shared among the respective members of such entities in accordance with the applicable operating agreements of such entities. 4 As of February 16, 2026, there were 60,810,959 shares of Class A common stock outstanding and 141,665,831 common units of GCMH (“Common Units”) outstanding held by the GCMH Equityholders, which may be exchanged for shares of Class A common stock on a one-to-one basis, or, at the Company’s election for cash, pursuant to and subject to the restrictions set forth in the Fifth Amended and Restated Limited Liability Limited Partnership Agreement of 84 GCMH.
Performance Fees We may receive performance fees from certain GCM Funds, more commonly in funds associated with absolute return strategies. Performance fees are typically a fixed percentage of investment gains, subject to loss carryforward provisions that require the recapture of any previous losses before any performance fees can be earned in the current period.
Performance Fees We may receive performance fees from certain GCM Funds investing in public market investments. Performance fees are typically a fixed percentage of investment gains, subject to loss carryforward provisions that require the recapture of any previous losses before any performance fees can be earned in the current period.
Year Ended December 31, $000, except per share amounts 2024 2023 2022 (in thousands, except share and per share amounts) Adjusted Net Income Per Share Adjusted Net Income $ 140,758 $ 103,204 $ 94,366 Weighted-average shares of Class A common stock outstanding - basic 44,741,336 43,198,517 43,872,300 Exercise of private warrants - incremental shares under the treasury stock method — — — Exercise of public warrants - incremental shares under the treasury stock method — — — Exchange of partnership units 144,235,246 144,235,246 144,235,246 Assumed vesting of RSUs - incremental shares under the treasury stock method 1,613,459 — 460,446 Weighted-average shares of Class A common stock outstanding - diluted 190,590,041 187,433,763 188,567,992 Effect of dilutive warrants, if antidilutive for GAAP 141,420 — — Effect of RSUs, if antidilutive for GAAP — 808,716 — Adjusted shares - diluted 190,731,461 188,242,479 188,567,992 Adjusted Net Income Per Share - Diluted $ 0.74 $ 0.55 $ 0.50 Fee-Related Revenue and Fee-Related Earnings Fee-Related Revenue (“FRR”) is a non-GAAP measure used to highlight revenues from recurring management fees and administrative fees.
Year Ended December 31, $000, except per share amounts 2025 2024 2023 (in thousands, except share and per share amounts) Adjusted Net Income Per Share Adjusted Net Income $ 166,340 $ 140,758 $ 103,204 Weighted-average shares of Class A common stock outstanding - basic 51,955,627 44,741,336 43,198,517 Exchange of partnership units 142,588,005 144,235,246 144,235,246 Exercise of private warrants - incremental shares under the treasury stock method 64,644 — — Exercise of public warrants - incremental shares under the treasury stock method 1,193,123 — — Assumed vesting of RSUs - incremental shares under the treasury stock method 1,487,111 1,613,459 — Weighted-average shares of Class A common stock outstanding - diluted 197,288,510 190,590,041 187,433,763 Effect of dilutive warrants, if antidilutive for GAAP — 141,420 — Effect of RSUs, if antidilutive for GAAP — — 808,716 Adjusted shares 197,288,510 190,731,461 188,242,479 Adjusted Net Income Per Share $ 0.84 $ 0.74 $ 0.55 Fee-Related Revenue and Fee-Related Earnings Fee-Related Revenue ("FRR") is a non-GAAP measure used to highlight revenues from recurring management fees and administrative fees.
Net cash provided by operating activities was $148.8 million and $92.1 million for the years ended December 31, 2024 and 2023 , respectively.
Net cash provided by operating activities was $183.5 million and $148.8 million for the years ended December 31, 2025 and 2024 , respectively.
As of December 31, 2024 we are in compliance with these regulatory requirements. 95 Cash Flows Year Ended December 31, 2024 2023 2022 (in thousands) Net cash provided by operating activities $ 148,774 $ 92,065 $ 216,513 Net cash used in investing activities (31,834) (18,840) (10,073) Net cash used in financing activities (70,378) (113,662) (215,067) Effect of exchange rate changes on cash (1,462) (372) (2,395) Net increase (decrease) in cash and cash equivalents $ 45,100 $ (40,809) $ (11,022) Net Cash Provided by Operating Activities Net cash provided by operating activities is generally comprised of our net income (loss) in the respective periods after adjusting for significant non-cash activities, including equity-based compensation for equity-classified awards, non-cash partnership interest-based compensation, the change in fair value of warrant liabilities and the change in equity value of our investments, all of which are included in earnings; proceeds received from return on investments; inflows for receipt of management and incentive fees; and outflows for operating expenses, including cash-based compensation.
Cash Flows Year Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by operating activities $ 183,539 $ 148,774 $ 92,065 Net cash used in investing activities (26,508) (31,834) (18,840) Net cash used in financing activities (4,861) (70,378) (113,662) Effect of exchange rate changes on cash 492 (1,462) (372) Net increase (decrease) in cash and cash equivalents $ 152,662 $ 45,100 $ (40,809) Net Cash Provided by Operating Activities Net cash provided by operating activities is generally comprised of our net income (loss) in the respective periods after adjusting for significant non-cash activities, including equity-based compensation for equity-classified awards, non-cash partnership interest-based compensation, the change in fair value of warrant liabilities and the change in equity value of our investments, all of which are included in earnings; proceeds received from return on investments; inflows for receipt of management and incentive fees; and outflows for operating expenses, including cash-based compensation and lease liabilities.
Net Income (Loss) Attributable to Noncontrolling Interests Net income attributable to noncontrolling interests in subsidiaries was $2.5 million and $5.0 million for the years ended December 31, 2024 and 2023, respectively. The decrease was primarily attributable to a decrease in income generated by our consolidated subsidiaries not wholly owned by the Company.
Net Income (Loss) Attributable to Noncontrolling Interests Net income attributable to noncontrolling interests in subsidiaries was $3.5 million and $2.5 million for the years ended December 31, 2025 and 2024, respectively. The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly owned by us.
The following table shows reconciliations of incentive fees to net incentive fees attributable to GCM Grosvenor for the years ended December 31, 2024, 2023 and 2022, respectively: Year Ended December 31, 2024 2023 2022 (in thousands) Incentive fees: Performance fees $ 55,323 $ 15,313 $ 2,623 Carried interest 50,914 49,590 72,544 Less incentive fees contractually owed to others: Cash carried interest compensation (30,450) (28,505) (41,920) Non-cash carried interest compensation 460 (48) 52 Carried interest attributable to other noncontrolling interest holders (3,337) (5,095) (8,411) Firm share of incentive fees (1) 72,910 31,255 24,888 Less: Cash-based incentive fee related compensation (36,455) (15,628) (11,001) Net Incentive Fees Attributable to GCM Grosvenor $ 36,455 $ 15,627 $ 13,887 ____________ (1) Firm share represents incentive fees net of contractual obligations but before discretionary cash based incentive compensation.
The following table shows reconciliations of incentive fees to net incentive fees attributable to GCM Grosvenor for the years ended December 31, 2025, 2024 and 2023, respectively: Year Ended December 31, 2025 2024 2023 (in thousands) Incentive fees: Performance fees $ 68,245 $ 55,323 $ 15,313 Carried interest 55,257 50,914 49,590 Less incentive fees contractually owed to others: Cash carried interest compensation (31,374) (30,450) (28,505) Non-cash carried interest compensation (177) 460 (48) Carried interest attributable to other noncontrolling interest holders (2,916) (3,337) (5,095) Firm share of incentive fees (1) 89,035 72,910 31,255 Less: Cash-based incentive fee related compensation (44,517) (36,455) (15,628) Net Incentive Fees Attributable to GCM Grosvenor $ 44,518 $ 36,455 $ 15,627 ____________ (1) Firm share represents incentive fees net of contractual obligations but before discretionary cash based incentive compensation.
Dividend Policy We are a holding company with no material assets other than our indirect ownership of equity interests in GCMH and certain deferred tax assets. As such, we do not have any independent means of generating revenue.
In February 2026, the Company completed a prepayment of $65 million on our outstanding Term Loan Facility. Dividend Policy We are a holding company with no material assets other than our indirect ownership of equity interests in GCMH and certain deferred tax assets. As such, we do not have any independent means of generating revenue.
FRR represents total operating revenues less (1) incentive fees and (2) fund reimbursement revenue. We believe FRR is useful to investors because it provides additional insight into our relatively stable management fee base separate from incentive fee revenues, which tend to have greater variability.
FRR represents total operating revenues less (a) incentive fees, (b) net revenue of noncontrolling interests in consolidated subsidiary and (c) fund expense reimbursement revenue, net. We believe FRR is useful to investors because it provides additional insight into our relatively stable management fee base separate from incentive fee revenues, which tend to have greater variability.
On February 6, 2025, GCMG’s Board of Directors declared a quarterly dividend of $0.11 per share of Class A common stock to record holders as of the close of business on March 3, 2025. The payment date will be March 17, 2025.
On February 9, 2026, GCMG’s Board of Directors declared a quarterly dividend of $0.12 per share of Class A common stock to record holders as of the close of business on March 2, 2026. The payment date will be March 16, 2026.
CNYFPAUM increased $0.9 billion, or 12%, to $8.2 billion during the year ended December 31, 2024 due to the closing of new commitments during the period, net of reductions for CNYFPAUM that became FPAUM during the period.
CNYFPAUM increased $2.2 billion, or 27%, to $10.4 billion during the year ended December 31, 2025 due to the closing of new commitments during the period, net of reductions for CNYFPAUM that became FPAUM during the period.
The following table shows reconciliations of Total Operating Revenues to Fee-Related Revenue for the years ended December 31, 2024, 2023 and 2022, respectively: 94 Year Ended December 31, 2024 2023 2022 (in thousands) Fee-Related Revenue Total Operating Revenues $ 514,012 $ 444,999 $ 446,530 Less: Incentive fees (106,237) (64,903) (75,167) Fund reimbursement revenue (14,694) (14,556) (10,841) Fee-Related Revenue $ 393,081 $ 365,540 $ 360,522 The following table shows reconciliations of Adjusted EBITDA to Fee-Related Earnings for the years ended December 31, 2024, 2023 and 2022, respectively: Year Ended December 31, 2024 2023 2022 (in thousands) Adjusted EBITDA $ 213,844 $ 162,185 $ 149,347 Less: Incentive fees (106,237) (64,903) (75,167) Depreciation expense (2,007) (1,383) (1,540) Other non-operating expense (2,355) (2,130) (708) Realized investment income, net of amount attributable to noncontrolling interests in subsidiaries (1) (6,676) (3,103) (4,699) Plus: Incentive fee-related compensation 66,445 44,181 52,869 Carried interest attributable to other noncontrolling interest holders, net 3,337 5,095 8,411 Fee-Related Earnings $ 166,351 $ 139,942 $ 128,513 ____________ (1) Investment income or loss is generally realized when the Company redeems all or a portion of its investment or when the Company receives or is due cash, such as a from dividends or distributions.
The following table shows reconciliations of Total Operating Revenues to Fee-Related Revenue for the years ended December 31, 2025, 2024 and 2023, respectively: 95 Year Ended December 31, 2025 2024 2023 (in thousands) Fee-Related Revenue Total Operating Revenues $ 557,565 $ 514,012 $ 444,999 Less: Incentive fees (123,502) (106,237) (64,903) Fund expense reimbursement revenue, net (16,454) (14,694) (14,556) Other adjustments (1) (1,350) — — Fee-Related Revenue $ 416,259 $ 393,081 $ 365,540 ____________ (1) Represents net revenue of noncontrolling interests in consolidated subsidiary The following table shows reconciliations of Adjusted EBITDA to Fee-Related Earnings for the years ended December 31, 2025, 2024 and 2023, respectively: Year Ended December 31, 2025 2024 2023 (in thousands) Fee-Related Earnings Adjusted EBITDA $ 245,631 $ 213,844 $ 162,185 Less: Incentive fees (123,502) (106,237) (64,903) Depreciation expense (3,108) (2,007) (1,383) Other non-operating expense (4,496) (2,355) (2,130) Realized investment income, net of amount attributable to noncontrolling interests in subsidiaries (1) (8,385) (6,676) (3,103) Plus: Incentive fee-related compensation 76,068 66,445 44,181 Carried interest attributable to other noncontrolling interest holders, net 2,916 3,337 5,095 Fee-Related Earnings $ 185,124 $ 166,351 $ 139,942 ____________ (1) Investment income or loss is generally realized when the Company redeems all or a portion of its investment or when the Company receives or is due cash, such as a from dividends or distributions.
The following table shows reconciliations of net income attributable to GCM Grosvenor Inc. and Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022, respectively: Year Ended December 31, 2024 2023 2022 (in thousands) Adjusted Pre-Tax Income & Adjusted Net Income Net income attributable to GCM Grosvenor Inc. $ 18,695 $ 12,774 $ 19,820 Plus: Net income (loss) attributable to noncontrolling interests in GCMH 15,364 (47,013) 52,839 Provision for income taxes 13,560 7,692 9,611 Change in fair value of warrants 16,079 (1,429) (20,551) Amortization expense 1,313 1,313 2,316 Severance 1,502 6,826 1,647 Transaction expenses (1) 6,116 6,445 2,051 Loss on extinguishment of debt 157 — — Changes in TRA liability and other (2) 2,908 3,048 (241) Partnership interest-based compensation 72,068 103,934 31,811 Equity-based compensation 48,158 50,667 30,721 Other non-cash compensation 558 1,157 1,336 Less: Unrealized investment income, net of noncontrolling interests (9,261) (8,309) (6,919) Non-cash carried interest compensation 460 (48) 52 Adjusted Pre-Tax Income 187,677 137,057 124,493 Less: Adjusted income taxes (3) (46,919) (33,853) (30,127) Adjusted Net Income $ 140,758 $ 103,204 $ 94,366 Adjusted EBITDA Adjusted Net Income $ 140,758 $ 103,204 $ 94,366 Plus: Adjusted income taxes (3) 46,919 33,853 30,127 Depreciation expense 2,007 1,383 1,540 Interest expense 24,160 23,745 23,314 Adjusted EBITDA $ 213,844 $ 162,185 $ 149,347 ____________ (1) Represents 2024 expenses incurred, including $3.0 million related to a debt amendment and extension, and contemplated corporate transactions and 2023 and 2022 expenses related to contemplated corporate transactions.
The following table shows reconciliations of net income attributable to GCM Grosvenor Inc. and Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023, respectively: Year Ended December 31, 2025 2024 2023 (in thousands) Adjusted Pre-Tax Income & Adjusted Net Income Net income attributable to GCM Grosvenor Inc. $ 45,371 $ 18,695 $ 12,774 Plus: Net income (loss) attributable to noncontrolling interests in GCMH 93,158 15,364 (47,013) Provision for income taxes 12,903 13,560 7,692 Change in fair value of warrants (21,737) 16,079 (1,429) Amortization expense 1,314 1,313 1,313 Severance 3,757 1,502 6,826 Transaction expenses (1) 1,776 6,116 6,445 Loss on extinguishment of debt — 157 — Changes in TRA liability and other (2) (1,677) 2,908 3,048 Partnership interest-based compensation 46,181 72,068 103,934 Equity-based compensation 45,599 48,158 50,667 Other non-cash compensation 448 558 1,157 Less: Unrealized investment income, net of noncontrolling interests (7,182) (9,261) (8,309) Non-cash carried interest compensation (177) 460 (48) Adjusted Pre-Tax Income 219,734 187,677 137,057 Less: Adjusted income taxes (3) (53,394) (46,919) (33,853) Adjusted Net Income $ 166,340 $ 140,758 $ 103,204 Adjusted EBITDA Adjusted Net Income $ 166,340 $ 140,758 $ 103,204 Plus: Adjusted income taxes (3) 53,394 46,919 33,853 Depreciation expense 3,108 2,007 1,383 Interest expense 22,789 24,160 23,745 Adjusted EBITDA $ 245,631 $ 213,844 $ 162,185 ____________ (1) Represents 2025, 2024, and 2023 expenses related to completed and contemplated corporate transactions transaction expenses, for 2024 includes $3.0 million related to a debt amendment and extension.
We have defined the portion to be deferred as the amount of carried interest, typically net of tax, that we would be required to return if all remaining investments had no value as of the end of each reporting period.
We have defined the portion to be deferred as the amount of carried interest, typically net of tax, that we would be required to return if all remaining investments had no value as of the end of each reporting period. As of December 31, 2025, deferred revenue relating to constrained realized carried interest was approximately $5.9 million.
The Tax Receivable Agreement requires us to pay 85% of the amount of these and certain other tax benefits, if any, that we realize (or are deemed to realize in certain circumstances) to the TRA Parties.
The Tax Receivable Agreement requires us to pay 85% of the amount of these and certain other tax benefits, if any, that we realize (or are deemed to realize in certain circumstances) to the TRA Parties. As of December 31, 2025, the amount payable to related parties pursuant to the Tax Receivable Agreement was $54.6 million.
Expenses Employee Compensation and Benefits Employee compensation and benefits primarily consists of (1) cash-based employee compensation and benefits, (2) equity-based compensation, (3) partnership interest-based compensation, (4) carried interest compensation, (5) cash-based incentive fee related compensation and (6) other non-cash compensation.
These fees are recognized upon the successful placement and funding of the related securities. Expenses Employee Compensation and Benefits Employee compensation and benefits primarily consists of (1) cash-based employee compensation and benefits, (2) equity-based compensation, (3) partnership interest-based compensation, (4) carried interest compensation, (5) cash-based incentive fee related compensation and (6) other non-cash compensation.
Other Operating Income Other operating income primarily consists of administrative fees from certain private investment vehicles where we perform a full suite of administrative functions but do not manage or advise and have no discretion over the capital.
Other Operating Income Other operating income primarily consists of administrative fees from certain private investment vehicles where we perform a full suite of administrative functions, but for which the Company does not manage or advise.
AUM increased $3.2 billion, or 4%, to $80.1 billion during the year ended December 31, 2024, primarily driven by the $3.1 billion increase in FPAUM, as well as mark to market increases that do not impact FPAUM.
AUM increased $10.9 billion, or 14%, to $90.9 billion during the year ended December 31, 2025, primarily driven by the $7.7 billion increase in FPAUM, as well as mark to market increases that do not impact FPAUM.
Private Markets Strategies Absolute Return Strategies Total Fee-paying AUM (in millions) Balance as of December 31, 2022 $ 36,876 $ 21,980 $ 58,856 Contributions 4,485 497 4,982 Withdrawals (205) (2,365) (2,570) Distributions (1,006) (167) (1,173) Change in market value 239 1,583 1,822 Foreign exchange and other (120) (114) (234) Balance as of December 31, 2023 $ 40,269 $ 21,414 $ 61,683 Contributions 4,749 1,277 6,026 Withdrawals (105) (2,641) (2,746) Distributions (1,381) (292) (1,673) Change in market value 212 2,430 2,642 Foreign exchange and other (1,027) (140) (1,167) Balance as of December 31, 2024 $ 42,717 $ 22,048 $ 64,765 Contracted, not yet fee-paying AUM (“CNYFPAUM”) represents limited partner commitments which are expected to be invested and begin charging fees over the ensuing five years. 89 As of December 31, 2024 2023 2022 (in millions) Contracted, not yet Fee-Paying AUM $ 8,202 $ 7,304 $ 7,603 AUM $ 80,077 $ 76,908 $ 73,667 Of the $8.2 billion CNYFPAUM as of December 31, 2024, approximately $3.0 billion is subject to an agreed upon fee ramp in schedule.
Private Markets Strategies Absolute Return Strategies Total Fee-paying AUM (in millions) Balance as of December 31, 2023 $ 40,269 $ 21,414 $ 61,683 Contributions 4,749 1,277 6,026 Withdrawals (105) (2,641) (2,746) Distributions (1,381) (292) (1,673) Change in market value 212 2,430 2,642 Foreign exchange and other (1,027) (140) (1,167) Balance as of December 31, 2024 $ 42,717 $ 22,048 $ 64,765 Contributions 6,315 1,939 8,254 Withdrawals (275) (1,350) (1,625) Distributions (1,635) (273) (1,908) Change in market value 208 2,956 3,164 Foreign exchange and other (150) (1) (151) Balance as of December 31, 2025 $ 47,180 $ 25,319 $ 72,499 Contracted, not yet fee-paying AUM (“CNYFPAUM”) represents limited partner commitments which are expected to be invested and begin charging fees over the ensuing five years. 90 As of December 31, 2025 2024 2023 (in millions) Contracted, not yet Fee-Paying AUM $ 10,405 $ 8,202 $ 7,304 AUM $ 90,928 $ 80,077 $ 76,908 Of the $10.4 billion CNYFPAUM as of December 31, 2025, approximately $2.1 billion is subject to an agreed upon fee ramp in schedule.
The 25.0%, 24.7% and 24.2% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 4.0%, 3.7%, and 3.2%, respectively. Net Incentive Fees Attributable to GCM Grosvenor Net incentive fees are used to highlight fees earned from incentive fees that are attributable to GCM Grosvenor.
The 24.3%, 25.0% and 24.7% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 3.3%, 4.0%, and 3.7%, respectively.
On February 6, 2025 , GCMG’s Board of Directors increased the firm's existing repurchase authorization by $50 million, f rom $140 million to $190 million.
On February 6, 2025 , GCMG’s Board of Directors increased the firm’s existing repurchase authorization by $50 million, fr om $140 million to $190 million. On August 4, 2025, GCMG’s Board of Directors further increased the firm’s existing repurchase authorization by $30 million, from $190 million to $220 million.
Expenses Employee Compensation and Benefits Year Ended December 31, 2024 2023 2022 (in thousands) Cash-based employee compensation and benefits $ 148,547 $ 156,153 $ 160,522 Equity-based compensation 48,158 50,667 30,721 Partnership interest-based compensation 72,068 103,934 31,811 Carried interest compensation 30,450 28,505 41,920 Cash-based incentive fee related compensation 36,455 15,628 11,001 Other non-cash compensation 558 1,157 1,336 Total employee compensation and benefits $ 336,236 $ 356,044 $ 277,311 Employee compensation and benefits decreased $19.8 million, or 6%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Expenses Employee Compensation and Benefits Year Ended December 31, 2025 2024 2023 (in thousands) Cash-based employee compensation and benefits $ 151,213 $ 148,547 $ 156,153 Equity-based compensation 45,599 48,158 50,667 Partnership interest-based compensation 46,181 72,068 103,934 Carried interest compensation 31,374 30,450 28,505 Cash-based incentive fee related compensation 44,517 36,455 15,628 Other non-cash compensation 448 558 1,157 Total employee compensation and benefits $ 319,332 $ 336,236 $ 356,044 Employee compensation and benefits decreased $16.9 million, or 5%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
These investing cash flows were driven by: • purchases of premises and equipment of $(16.7) million and $(3.8) million during the years ended December 31, 2024 and 2023 , respectively; and • contributions/subscriptions to investments of $(26.2) million and $(27.6) million during the years ended December 31, 2024 and 2023 , respectively; partially offset by • distributions received from investments of $11.1 million and $12.6 million during the years ended December 31, 2024 and 2023 , respectively.
These investing cash flows were driven by: • purchases of premises and equipment of $(8.5) million and $(16.7) million during the years ended December 31, 2025 and 2024 , respectively; and • contributions/subscriptions to investments of $(34.7) million and $(26.2) million during the years ended December 31, 2025 and 2024 , respectively; partially offset by • distributions received from investments of $16.7 million and $11.1 million during the years ended December 31, 2025 and 2024 , respectively. 97 Net Cash Used in Financing Activities Net cash used in financing activities was $(4.9) million and $(70.4) million, for the years ended December 31, 2025 and 2024, respectively.
GCMG’s Board of Directors has made subsequent increases to its stock repurchase authorization for shares and warrants. As of December 31, 2023, the total authorization was $115 million, excluding fees and expenses. On February 8, 2024, GCMG’s Board of Directors increased the firm's existing repurchase authorization by $25 million , from $115 million to $140 million.
GCMG’s Board of Directors has made subsequent increases to its stock repurchase authorization for shares and, until November 17, 2025, warrants. As of December 31, 2024, the total authorization was $140 million, excluding fees and expenses.
Year Ended December 31, 2024 2023 2022 (in thousands) Revenues Management fees $ 401,648 $ 375,444 $ 367,242 Incentive fees 106,237 64,903 75,167 Other operating income 6,127 4,652 4,121 Total operating revenues 514,012 444,999 446,530 Expenses Employee compensation and benefits 336,236 356,044 277,311 General, administrative and other 104,296 100,801 88,907 Total operating expenses 440,532 456,845 366,218 Operating income (loss) 73,480 (11,846) 80,312 Investment income 15,589 11,640 10,108 Interest expense (24,160) (23,745) (23,314) Other income 1,334 1,008 1,436 Change in fair value of warrant liabilities (16,079) 1,429 20,551 Net other income (expense) (23,316) (9,668) 8,781 Income (loss) before income taxes 50,164 (21,514) 89,093 Provision for income taxes 13,560 7,692 9,611 Net income (loss) 36,604 (29,206) 79,482 Less: Net income attributable to noncontrolling interests in subsidiaries 2,545 5,033 6,823 Less: Net income (loss) attributable to noncontrolling interests in GCMH 15,364 (47,013) 52,839 Net income attributable to GCM Grosvenor Inc. $ 18,695 $ 12,774 $ 19,820 Revenues Year Ended December 31, 2024 2023 2022 (in thousands) Private markets strategies $ 238,546 $ 214,338 $ 197,267 Absolute return strategies 148,408 146,550 159,134 Fund expense reimbursement revenue 14,694 14,556 10,841 Total management fees 401,648 375,444 367,242 Incentive fees 106,237 64,903 75,167 Administrative fees 3,850 3,570 3,184 Other 2,277 1,082 937 Total other operating income 6,127 4,652 4,121 Total operating revenues $ 514,012 $ 444,999 $ 446,530 Management fees increased $26.2 million, or 7%, to $401.6 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Year Ended December 31, 2025 2024 2023 (in thousands) Revenues Management fees $ 425,792 $ 401,648 $ 375,444 Incentive fees 123,502 106,237 64,903 Other operating income 8,271 6,127 4,652 Total operating revenues 557,565 514,012 444,999 Expenses Employee compensation and benefits 319,332 336,236 356,044 General, administrative and other 104,779 104,296 100,801 Total operating expenses 424,111 440,532 456,845 Operating income (loss) 133,454 73,480 (11,846) Investment income 16,258 15,589 11,640 Interest expense (22,789) (24,160) (23,745) Other income 6,283 1,334 1,008 Change in fair value of warrant liabilities 21,737 (16,079) 1,429 Net other income (expense) 21,489 (23,316) (9,668) Income (loss) before income taxes 154,943 50,164 (21,514) Provision for income taxes 12,903 13,560 7,692 Net income (loss) 142,040 36,604 (29,206) Less: Net income attributable to noncontrolling interests in subsidiaries 3,511 2,545 5,033 Less: Net income (loss) attributable to noncontrolling interests in GCMH 93,158 15,364 (47,013) Net income attributable to GCM Grosvenor Inc. $ 45,371 $ 18,695 $ 12,774 Revenues Year Ended December 31, 2025 2024 2023 (in thousands) Private markets strategies $ 252,788 $ 238,546 $ 214,338 Absolute return strategies 155,190 148,408 146,550 Fund expense reimbursement revenue 17,814 14,694 14,556 Total management fees 425,792 401,648 375,444 Incentive fees 123,502 106,237 64,903 Administrative fees 5,069 3,850 3,570 Other 3,202 2,277 1,082 Total other operating income 8,271 6,127 4,652 Total operating revenues $ 557,565 $ 514,012 $ 444,999 Management fees increased $24.1 million, or 6%, to $425.8 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Finally, the opportunities in private markets continue to expand as firms raise new funds and launch new vehicles and products to access private markets across the globe. 81 In addition to the trends discussed above, we believe the following factors, among others, will influence our future performance and results of operations: Our ability to retain existing investors and attract new investors in our funds.
In addition to the trends discussed above, we believe the following factors, among others, will influence our future performance and results of operations: Our ability to retain existing investors and attract new investors in our funds.
Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EBITDA Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EBITDA are non-GAAP measures used to evaluate our profitability.
Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EBITDA Adjusted Pre-Tax Income, Adjusted Net Income and Adjusted EBITDA are non-GAAP measures used to evaluate our profitability. Adjusted Net Income is a non-GAAP measure that we present on a pre-tax and after-tax basis to evaluate our profitability.
Net incentive fees represent incentive fees excluding (a) incentive fees contractually owed to others and (b) cash-based incentive fee related compensation. Net incentive fees are used by management in making compensation and capital allocation decisions and we believe that they provide investors useful information regarding the amount that such fees contribute to the Company’s earnings.
Net incentive fees provide investors useful information regarding the amount that such fees contribute to our earnings and are used by management in making compensation and capital allocation decisions.
(2) Excludes severance expense of $1.5 million, $6.8 million and $1.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. (3) Excludes amortization of intangibles of $1.3 million, $1.3 million and $2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
(3) Excludes amortization of intangibles of $1.3 million for each of the years ended December 31, 2025, 2024 and 2023.
Agreements generally include a clawback provision that, if triggered, would require us to return up to the cumulative amount of carried interest distributed, typically net of tax, upon liquidation of those funds, if the aggregate amount paid as carried interest exceeds the amount actually due based upon the aggregate performance of each fund.
Carried interest is ultimately realized when underlying investments distribute proceeds or are sold and therefore carried interest is highly susceptible to market factors, judgments, and actions of third parties that are outside of our control. 85 Agreements generally include a clawback provision that, if triggered, would require us to return up to the cumulative amount of carried interest distributed, typically net of tax, upon liquidation of those funds, if the aggregate amount paid as carried interest exceeds the amount actually due based upon the aggregate performance of each fund.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−3 removed10 unchanged
Biggest changeBased on the floating rate component of our Term Loan Facility and excluding any impact of interest rate hedges as of December 31, 2024, we estimate that a 100 basis point increase in interest rates would result in increased interest expense of $4.4 million over the next 12 months.
Biggest changeBased on the floating rate component of our Term Loan Facility and excluding any impact of interest rate hedges as of December 31, 2025, we estimate that a 100 basis point increase in interest rates would result in increased interest expense of $4.3 million over the next 12 months. 104 As a result of interest rate risk, in November 2022 the Company entered into an interest rate swap agreement with a total notional amount of $300 million and a maturity date of February 2028, to hedge interest rate risk related to a portion of its Term Loan Facility.
Our 102 general partner investments include unique underlying portfolio investments with no significant concentration in any industry or country outside of the United States. • Our management fees from our absolute return strategies are typically based on the NAV of those funds, and therefore the amount of fees that we may charge will increase or decrease in direct proportion to the effect of changes in the fair value of the fund’s investments.
Our general partner investments include unique underlying portfolio investments with no significant concentration in any industry or country outside of the United States. • Our management fees from our absolute return strategies are typically based on the NAV of those funds, and therefore the amount of fees that we may charge will increase or decrease in direct proportion to the effect of changes in the fair value of the fund’s investments.
We do not possess significant assets in foreign countries in which we operate or engage in material transactions in currencies other than the U.S. dollar. Therefore, changes in exchange rates are not expected to materially impact our consolidated financial statements. Interest Rate Risk As of December 31, 2024, we had $435.8 million of borrowings outstanding under our Term Loan Facility.
We do not possess significant assets in foreign countries in which we operate or engage in material transactions in currencies other than the U.S. dollar. Therefore, changes in exchange rates are not expected to materially impact our consolidated financial statements. Interest Rate Risk As of December 31, 2025, we had $431.4 million of borrowings outstanding under our Term Loan Facility.
We had $6.0 million of deferred incentive fee revenue on our Consolidated Statements of Financial Condition as of December 31, 2024 . Minor decreases in underlying fair value would not affect the amount of deferred incentive fee revenue subject to clawback.
We had $5.9 million of deferred incentive fee revenue on our Consolidated Statements of Financial Condition as of December 31, 2025 . Minor decreases in underlying fair value would not affect the amount of deferred incentive fee revenue subject to clawback.
For the year ended December 31, 2024, the weighted average interest rate for our Term Loan Facility was 7.54%.
For the year ended December 31, 2025, the weighted average interest rate for our Term Loan Facility was 6.50%.
We generally endeavor to minimize our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions.
We generally endeavor to minimize our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.
Senior management reports to the audit committee of the Board of Directors on the agenda of risk topics evaluated by the ERMC. 104
The ERMC aims to identify, assess, monitor and mitigate such key enterprise risks at the corporate, business unit and fund level. Senior management reports to the audit committee of the Board of Directors on the agenda of risk topics evaluated by the ERMC. 105
The ERMC meets at least quarterly, and as needed, and is comprised of some of the most senior professionals at the firm across the spectrum of departments. The ERMC aims to identify, assess, monitor and mitigate such key enterprise risks at the corporate, business unit and fund level.
Enterprise Risk Management Committee The GCM Grosvenor Enterprise Risk Management Committee (“ERMC”) is tasked with overseeing firm-wide risks and potential conflicts arising from the operations of the firm. The ERMC meets at least quarterly, and as needed, and is comprised of some of the most senior professionals at the firm across the spectrum of departments.
Removed
In October 2022, the Company terminated certain derivative instruments which were entered into in 2021.
Removed
As a result of interest rate risk, in November 2022 the Company entered into an interest rate swap agreement with a total notional amount of $300 million and a maturity date of February 2028, to hedge interest rate risk related to a portion of its Term Loan Facility.
Removed
In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets. 103 Enterprise Risk Management Committee The GCM Grosvenor Enterprise Risk Management Committee (“ERMC”) is tasked with overseeing firm-wide risks and potential conflicts arising from the operations of the firm.

Other GCMG 10-K year-over-year comparisons