GCM Grosvenor Inc. (GCMG)

CIK: 0001819796. SIC: 6282 Investment Advice. Latest 10-K as of: 2026-02-19.

SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6282 Investment Advice

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1819796. Latest filing source: 0001819796-26-000010.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001819796.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001819796.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001819796-26-000024.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Overview

We are a leading alternative asset management solutions provider that invests across all major alternative investment strategies. We invest on a primary basis and through direct-oriented strategies, which we define as secondaries, co-investments, direct investments and seed investments. We operate customized separate accounts and commingled funds. We collaborate with our clients to invest on their behalf across the private and public markets, either through portfolios customized to meet a client’s specific objectives or through specialized commingled funds that are developed to meet broad market demands for strategies and risk-return objectives.

We operate at scale across the full range of private markets and absolute return strategies. Private markets and absolute return strategies are primarily defined by the liquidity of the underlying securities purchased, the length of the client commitment, and the form and timing of incentive fees. For private markets strategies, clients generally commit to invest over a three-year time period and have an expected duration of seven years or more. In private markets strategies, carried interest is typically based on realized gains on liquidation of the investment. For absolute return strategies, the securities tend to be more liquid, clients have the ability to redeem assets more regularly, and performance fees can be earned on an annual basis. We offer the following investment strategies:

•Private Equity

•Infrastructure

•Real Estate

•Absolute Return Strategies

•Alternative Credit

•Sustainable and Impact Investing

Our clients include large, sophisticated, global institutional investors who rely on our investment expertise and differentiated investment access to navigate the alternatives market, but also include a growing individual investor client base. As one of the pioneers of the customized separate account solutions, we are equipped to provide investment services to clients with a wide variety of needs, internal resources and investment objectives, and our client relationships are deep and frequently span decades.

Trends Affecting Our Business

As a global alternative asset manager, our results of operations are impacted by a variety of factors, including conditions in the global financial markets and economic and political environments, particularly in the United States, Europe, Asia-Pacific, Latin America and the Middle East. While economic factors, such as interest rates, can make alternative investments more or less attractive relative to other asset classes, investors have increasingly gravitated towards the returns generated by alternative investments in order to meet their return objectives. In addition, increased equity market volatility can also contribute to increased investor demand for alternative strategies. We observed such volatility in 2025 and we have continued to observe such volatility during the first quarter of 2026 and into the second quarter of 2026 in the United States, driven by elevated inflation, economic slowdown, the ongoing implementation and expansion of U.S. trade tariffs, uncertainty regarding retaliatory measures by trading partners, and the resulting impact on global equity and credit markets. This environment can influence when clients choose to commit capital, the pace at which we invest those commitments, and the timing of realizations and related fees. Finally, the opportunities in private markets continue to expand as firms raise new funds and launch new vehicles and products to access private markets across the globe.

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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.

Our ability to retain existing assets under management and attract new investors in our funds is partially dependent on the extent to which investors continue to favorably see the alternative asset management industry relative to traditional publicly listed equity and debt securities. A decline in the pace or the size of our fundraising efforts or investments as a result of increased competition in the private markets investing environment or a shift toward public markets may impact our revenues, which are generated from management fees and incentive fees.

Our ability to expand our business through new lines of business and geographic markets.

Our ability to grow our revenue base is partially dependent upon our ability to offer additional products and services by entering into new lines of business and by entering into, or expanding our presence in, new geographic markets. Entry into certain lines of business or geographic markets or the introduction of new types of products or services may subject us to the evolving macroeconomic and regulatory environment of the various countries where we operate or in which we invest.

Our ability to realize investments.

Challenging market and economic conditions may adversely affect our ability to exit and realize value from our investments and we may not be able to find suitable investments in which to effectively deploy capital. During periods of adverse economic conditions, such as current geopolitical turmoil abroad and elevated inflation and interest rates, our funds may have difficulty accessing financial markets, which could make it more difficult to obtain funding for additional investments and impact our ability to successfully exit positions in a timely manner. A general market downturn, a recession or a specific market dislocation may result in lower investment returns for our funds, which would adversely affect our revenues.

Our ability to identify suitable investment opportunities for our clients.

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

Our ability to generate competitive returns.

The ability to attract and retain clients is partially dependent on returns we are able to deliver versus client objectives, our peers and industry benchmarks. The capital we are able to attract drives the growth of our assets under management and the management and incentive fees we earn. Similarly, in order to maintain our desired fee structure in a competitive environment, we must be able to continue to provide clients with investment returns and service that incentivize our investors to pay our desired fee rates.

Our ability to comply with increasing and evolving regulatory requirements.

The complex and evolving regulatory and tax environment may have an adverse effect on our business and subject us to additional expenses or capital requirements, as well as restrictions on our business operations.

For example, on July 4, 2025, H.R. 1, the “One Big Beautiful Bill Act” (the “OBBBA”) was signed into law in the United States. Among other changes, the OBBBA modifies key business tax provisions, including the restoration of 100% bonus depreciation under Section 168(k) of the Code, the restoration of the immediate deduction of U.S. domestic research and experimental expenditures under Section 174A of the Code, the restoration of the EBITDA-based business interest expense limitation under Section 163(j) of the Code, and changes to the computation of taxes related to international operations. Based

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on our evaluation of the tax law changes outlined in the OBBBA, we do not expect the legislation to have a material impact on our financial statements.

Operating Segments

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

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. Approximate ownership percentages are as of May 4, 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. Sacks is c/o GCM Grosvenor, 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611.

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

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

(4)As of May 4, 2026, there were 60,383,165 shares of Class A common stock outstanding and 141,665,831 common units of GCMH (“Common Units”) outstanding held by the GCMH Equityholders, which may be exchanged for shares of Class A common stock on a one-to-one basis, or, at our election, for cash, pursuant to and subject to the restrictions set forth in the Fifth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH. As of May 4, 2026, GCM V held 141,665,831 shares of Class C common stock, which corresponds to the num

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-02-19. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and the related notes included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Forward-Looking Statements” sections and elsewhere in this Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements.

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. 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 invest on a primary basis and through direct-oriented strategies, which we define as secondaries, co-investments, direct investments and seed investments. We operate customized separate accounts and commingled funds. We collaborate with our clients to invest on their behalf across the private and public markets, either through portfolios customized to meet a client’s specific objectives or through specialized commingled funds that are developed to meet broad market demands for strategies and risk-return objectives.

We operate at scale across the full range of private markets and absolute return strategies. Private markets and absolute return strategies are primarily defined by the liquidity of the underlying securities purchased, the length of the client commitment, and the form and timing of incentive fees. For private markets strategies, clients generally commit to invest over a three-year time period and have an expected duration of seven years or more. In private markets strategies, carried interest is typically based on realized gains on liquidation of the investment. For absolute return strategies, the securities tend to be more liquid, clients have the ability to redeem assets more regularly, and performance fees can be earned on an annual basis. We offer the following investment strategies:

•Private Equity

•Infrastructure

•Real Estate

•Absolute Return Strategies

•Alternative Credit

•Sustainable and Impact Investing

Our clients include large, sophisticated, global institutional investors who rely on our investment expertise and differentiated investment access to navigate the alternatives market, but also include a growing individual investor client base. As one of the pioneers of the customized separate account solutions, we are equipped to provide investment services to clients with a wide variety of needs, internal resources and investment objectives, and our client relationships are deep and frequently span decades.

Trends Affecting Our Business

As a global alternative asset manager, our results of operations are impacted by a variety of factors, including conditions in the global financial markets and economic and political environments, particularly in the United States, Europe, Asia-Pacific, Latin America and the Middle East. While economic factors, such as interest rates, can make alternative investments more or less attractive relative to other asset classes, investors have increasingly gravitated towards the returns generated by alternative investments in order to meet their return objectives. In addition, increased equity market volatility can also contribute to increased investor demand for alternative strategies. We have observed such volatility in 2025 in the United States, driven by elevated inflation, economic slowdown and potential implications of U.S. trade tariffs. This environment can influence when clients choose to commit capital, the pace at which we invest those commitments, and the timing of realizations and related

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fees. Finally, the opportunities in private markets continue to expand as firms raise new funds and launch new vehicles and products to access private markets across the globe.

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.

Our ability to retain existing assets under management and attract new investors in our funds is partially dependent on the extent to which investors continue to favorably see the alternative asset management industry relative to traditional publicly listed equity and debt securities. A decline in the pace or the size of our fundraising efforts or investments as a result of increased competition in the private markets investing environment or a shift toward public markets may impact our revenues, which are generated from management fees and incentive fees.

Our ability to expand our business through new lines of business and geographic markets.

Our ability to grow our revenue base is partially dependent upon our ability to offer additional products and services by entering into new lines of business and by entering into, or expanding our presence in, new geographic markets. Entry into certain lines of business or geographic markets or the introduction of new types of products or services may subject us to the evolving macroeconomic and regulatory environment of the various countries where we operate or in which we invest.

Our ability to realize investments.

Challenging market and economic conditions may adversely affect our ability to exit and realize value from our investments and we may not be able to find suitable investments in which to effectively deploy capital. During periods of adverse economic conditions, such as current geopolitical turmoil abroad and elevated inflation and interest rates, our funds may have difficulty accessing financial markets, which could make it more difficult to obtain funding for additional investments and impact our ability to successfully exit positions in a timely manner. A general market downturn, a recession or a specific market dislocation may result in lower investment returns for our funds, which would adversely affect our revenues.

Our ability to identify suitable investment opportunities for our clients.

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

Our ability to generate competitive returns.

The ability to attract and retain clients is partially dependent on returns we are able to deliver versus client objectives, our peers and industry benchmarks. The capital we are able to attract drives the growth of our assets under management and the management and incentive fees we earn. Similarly, in order to maintain our desired fee structure in a competitive environment, we must be able to continue to provide clients with investment returns and service that incentivize our investors to pay our desired fee rates.

Our ability to comply with increasing and evolving regulatory requirements.

The complex and evolving regulatory and tax environment may have an adverse effect on our business and subject us to additional expenses or capital requirements, as well as restrictions on our business operations.

For example, on July 4, 2025, H.R. 1, the “One Big Beautiful Bill Act” (the “OBBBA”) was signed into law in the United States. Among other changes, the OBBBA modifies key business tax provisions, including the restoration of 100%

83

bonus depreciation under Section 168(k) of the Code, the restoration of the immediate deduction of U.S. domestic research and experimental expenditures under Section 174A of the Code, the restoration of the EBITDA-based business interest expense limitation under Section 163(j) of the Code, and changes to the computation of taxes related to international operations. Based on our evaluation of the tax law changes outlined in the OBBBA, we do not expect the legislation to have a material impact on our financial statements.

Operating Segments

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

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. 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. Sacks is c/o GCM Grosvenor, 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611.

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

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

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

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GCMH. As of February 16, 2026, GCM V held 141,665,831 shares of Class C common stock, which corresponds to the number of Common Units held by the GCMH Equityholders.

Components of Results of Operations

Revenues

We generate revenues from management fees and incentive fees, which includes carried interest and performance fees.

Management Fees

Management Fees

We earn management fees from providing investment management services to specialized funds and customized separate account clients. Specialized funds are generally structured as partnerships or companies having multiple investors. Customized separate account clients may be structured using an affiliate-managed entity or may involve an investment management agreement between us and a single client. Certain separate account clients may have us manage assets both with full discretion over investments decisions as well as without discretion over investment decisions and may also receive access to various other advisory services the firm may provide.

Certain of our management fees, typically associated with our private markets strategies, are based on client commitments to those funds during an initial commitment or investment period. During this period fees may be charged on total commitments, on invested capital (capital committed to underlying investments) or on a ratable ramp-in of total commitments, which is meant to mirror typical invested capital pacing. Following the expiration or termination of such period, certain fees continue to be based on client commitments while others are based on invested assets or based on invested capital and unfunded deal commitments less returned capital or based on a fixed ramp down schedule.

Certain of our management fees, typically associated with absolute return strategies, are based on the NAV of those funds. Such GCM Funds either have a set fee for the entire fund or a fee scale through which clients with larger commitments pay a lower fee.

Management fees are determined quarterly and are more commonly billed in advance based on the management fee rate applied to the management fee base at the end of the preceding quarterly period as defined in the respective contractual agreements.

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.

Fund expense reimbursement revenue

We incur certain costs, primarily related to accounting, client reporting, investment-decision making and treasury-related expenditures, for which we receive reimbursement from the GCM Funds in connection with our performance obligations to provide investment management services. We concluded that we control the services provided and resources used before they are transferred to the customer, and therefore we act as a principal. Accordingly, the reimbursement for these costs incurred by us are presented on a gross basis within management fees. Expense reimbursements are recognized at a point in time, in the periods during which the related expenses are incurred and the reimbursements are contractually earned.

Incentive Fees

Incentive fees are based on the results of our funds, in the form of performance fees and carried interest income, which together comprise incentive fees.

Carried Interest

Carried interest is a performance-based capital allocation from a fund’s limited partners earned by us in certain GCM Funds, more commonly in private markets strategies. Carried interest is typically a percentage of the profits calculated in accordance with the terms of fund agreements, certain fees and a preferred return to the fund’s limited partners. 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.

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Agreements generally include a clawback provision that, if triggered, would require us to return up to the cumulative amount of carried interest distributed, typically net of tax, upon liquidation of those funds, if the aggregate amount paid as carried interest exceeds the amount actually due based upon the aggregate performance of each fund. We have defined the portion to be deferred as the amount of carried interest, typically net of tax, that we would be required to return if all remaining investments had no value as of the end of each reporting period. As of December 31, 2025, deferred revenue relating to constrained realized carried interest was approximately $5.9 million.

Assets under management that are subject to carried interest, excluding investments of the firm and our professionals from which we generally do not earn incentive fees, were approximately $50.1 billion as of December 31, 2025.

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 may or may not be subject to a hurdle or a preferred return, which requires that clients earn a specified minimum return before a performance fee can be assessed. These performance fees are determined based upon investment performance at the end of a specified measurement period, generally the end of the calendar year.

Investment returns are highly susceptible to market factors, judgments, and actions of third parties that are outside of our control. Accordingly, performance fees are variable consideration and are therefore constrained and not recognized until it is probable that a significant reversal will not occur. 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 date of the redemption.

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.

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. The Company satisfies its performance obligations for administrative fees over time as the services are rendered and the customer simultaneously receives and consumes the benefits of the services as they are performed, using the same time-based measure of progress towards completion. Other operating income also includes placement fees earned when the Company raises capital for certain investment vehicles. These fees are recognized upon the successful placement and funding of the related securities.

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

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.

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Net Other Income (Expense)

Investment Income

Investment income primarily consists of gains and losses arising from our equity method investments.

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. Interest expense also includes (1) the impact of qualifying effective cash flow hedges and (2) the amortization of realized gains or losses on interest rate swaps that initially qualified for hedge accounting and were subsequently terminated. The unrealized gains or losses are reclassified from accumulated other comprehensive income into interest expense over the original life of the swap for terminated derivative instruments.

Other Income

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

Change in Fair Value of Warrant Liabilities

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

Provision for Income Taxes

We are a corporation for U.S. federal income tax purposes and therefore are subject to U.S. federal and state income taxes on our share of taxable income generated by us and our subsidiaries. GCMH is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by GCMH flows through to its partners, and is generally not subject to U.S. federal or state income tax at the partnership level. Our non-U.S. subsidiaries generally operate as corporate entities in non-U.S. jurisdictions, with certain of these entities subject to local or non-U.S. income taxes. The tax liability with respect to income attributable to noncontrolling interests in GCMH is borne by the holders of such noncontrolling interests.

Net Income (Loss) Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests in subsidiaries represents the economic interests of third parties in certain consolidated subsidiaries.

Net income (loss) attributable to noncontrolling interests in GCMH represents the economic interests of GCMH Equityholders in GCMH. 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.

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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. This information is derived from our accompanying Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

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. Private market strategies fees increased $14.2 million, or 6%, due to a $10.3 million increase in fees related to private markets strategies specialized funds and a $3.5 million increase in fees related to private markets strategies customized separate accounts. These increases are a result of capital raising and deployment. Additionally,

88

there was an increase of $6.8 million, or 5%, in absolute return strategies fees, primarily due to better investment performance in 2025. Fund expense reimbursement revenue increased $3.1 million, or 21%, to $17.8 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Incentive fees consisted of carried interest and performance fees. Carried interest increased $4.3 million, or 9%, to $55.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase is primarily due to higher tax carry realizations and distributions from investments during the year ended December 31, 2025 as compared to the year ended December 31, 2024. Performance fees increased $12.9 million, or 23%, to $68.2 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to higher returns for absolute return strategies funds during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

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. The overall decrease was primarily driven by decreases in partnership interest-based compensation, partially offset by an increase in cash-based incentive fee related compensation. Partnership interest-based compensation decreased $25.9 million, or 36%, primarily due to lower expense of the Holdings Awards that were granted in 2023 and were fully expensed during the year ended December 31, 2024, and the GCMH Equityholders Awards that were granted in 2022 and were fully expensed during the year ended December 31, 2025. Holdings Awards and GCMH Equityholders Awards are further described in Note 11 in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. These awards do not dilute Class A common stockholders or impact our net cash flows. Cash-based incentive fee related compensation increased $8.1 million, or 22%, due to higher incentive fees during the year ended December 31, 2025, which are discussed above.

General, Administrative and Other

General, administrative and other of $104.8 million for the year ended December 31, 2025 was generally consistent compared to the year ended December 31, 2024.

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 the year ended December 31, 2024, primarily due to the change in value of private and public market investments.

Interest expense decreased $1.4 million, or 6%, to $22.8 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to decreased effective interest rates on unhedged portions of the Term Loan Facility during the year ended December 31, 2025.

Other income was $6.3 million for the year ended December 31, 2025 compared to other income of $1.3 million for the year ended December 31, 2024, primarily due to higher interest income earned on cash balances as a result of higher average cash on hand for the year ended December 31, 2025.

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Change in fair value of warrant liabilities of $21.7 million for the year ended December 31, 2025 was due to an decrease in the fair value of the warrants from December 31, 2024 to December 31, 2025. No public or private warrants were outstanding as of December 31, 2025.

Provision for Income Taxes

Our effective tax rate was 8% and 27% for the years ended December 31, 2025 and 2024, respectively. The primary factors impacting the effective tax rate are the portion of income allocated to the noncontrolling interest holders, including profit interest expense, state and non-US taxes, as well as a discrete tax adjustments recorded.

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.

Net income (loss) attributable to noncontrolling interests in GCMH was $93.2 million and $15.4 million for the years ended December 31, 2025 and 2024, respectively. The change in net income (loss) attributable to noncontrolling interests in GCMH was primarily attributable to the underlying performance of GCMH as well as a decrease in partnership-interest based compensation, which was fully allocated to noncontrolling interests in GCMH.

Fee-Paying AUM

FPAUM is a metric we use to measure the assets from which we earn management fees. Our FPAUM comprises the assets in our customized separate accounts and specialized funds from which we derive management fees. We classify customized separate account revenue as management fees if the client is charged an asset-based fee, which includes the vast majority of our discretionary AUM accounts. Our FPAUM for private market strategies typically represents committed, invested or scheduled capital during the investment period and invested capital following the expiration or termination of the investment period. Substantially all of our private markets strategies funds earn fees based on commitments or net invested capital, which are not affected by market appreciation or depreciation. Our FPAUM for our absolute return strategy is based on NAV, which includes impacts of any market appreciation or depreciation.

Our calculations of FPAUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers. Our definition of FPAUM is not based on any definition that is set forth in the agreements governing the customized separate accounts or specialized funds that we manage.

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.

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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 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. 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.

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.

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.

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.

Non-GAAP Financial Measures

In addition to our results of operations above, we report certain financial measures that are not required by, or presented in accordance with, GAAP. Management uses these non-GAAP measures to assess the performance of our business across reporting periods and believes this information is useful to investors for the same reasons. These non-GAAP measures should not be considered a substitute for the most directly comparable GAAP measures, which are reconciled below. Further, these measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these measurements in isolation or as a substitute for GAAP measures including revenues and net income (loss). We 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.

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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. There was no net revenue of noncontrolling interests in a consolidated subsidiary for each of the years ended December 31, 2024 and 2023.

(2)Excludes severance expense of $3.8 million, $1.5 million and $6.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(3)Excludes amortization of intangibles of $1.3 million for each of the years ended December 31, 2025, 2024 and 2023. Also excludes completed and contemplated corporate transaction-related costs of $1.8 million, $6.1 million and $6.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, and non-core expenses of $1.6 million, $2.5 million and $2.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Transaction-related costs for the year ended December 31, 2024 includes $3.0 million related to a debt amendment and extension expense. Non-core expenses includes New York office relocation costs of $1.9 million and $1.2 million for the years ended December 31, 2024 and 2023, respectively. Also excludes fund expense reimbursement expenses of $16.6 million, $14.7 million and $14.6 million for the years ended December 31, 2025, 2024 and 2023, respectively

(4)Fee-related earnings margin represents fee-related earnings as a percentage of our management fee and other operating revenue, net of fund expense reimbursements.

(5)Includes the impact of non-cash carried interest compensation of $0.2 million and $(0.5) million for the years ended December 31, 2025 and 2024, respectively. The net non-cash carried interest compensation for the year ended 2023 was de minimis.

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(6)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 from dividends or distributions.

(7)Represents corporate income taxes at a blended statutory effective tax rates of 24.3%, 25.0% and 24.7% applied to Adjusted Pre-Tax Income for the years ended December 31, 2025, 2024 and 2023, respectively. The 24.3%, 25.0% and 24.7% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 3.3%, 4.0%, and 3.7%, respectively.

Net Incentive Fees Attributable to GCM Grosvenor

Net Incentive Fees Attributable to GCM Grosvenor is a non-GAAP measure used to highlight fees earned from incentive fees that are attributable to GCM Grosvenor. Net Incentive Fees Attributable to GCM Grosvenor represent incentive fees excluding (a) incentive fees contractually owed to others and (b) cash-based incentive fee related compensation. Net incentive fees provide investors useful information regarding the amount that such fees contribute to our earnings and are used by management in making compensation and capital allocation decisions.

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.

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

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.

We are a holding company with no material assets other than its indirect ownership of equity interests in GCMH and certain deferred tax assets. The GCMH Equityholders may from time to time cause GCMH to redeem any or all of their GCMH common units in exchange, at the Company’s election, for either cash (based on the market price for a share of the Class A common stock) or shares of Class A common stock. As such, net income (loss) attributable to noncontrolling interests in GCMH is added back in order to reflect the full economics of the underlying business as if GCMH Equityholders converted

93

their interests to shares of Class A common stock. Other noncontrolling interests do not have the ability to convert those interests into our equity interests of the Company, and as such, income (loss) attributable to these noncontrolling interests are not adjusted for in our non-GAAP financial measures.

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

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.

(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.

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(3)Represents corporate income taxes at a blended statutory effective tax rates of 24.3%, 25.0% and 24.7% applied to Adjusted Pre-Tax Income for the years ended December 31, 2025, 2024 and 2023, respectively. The 24.3%, 25.0% and 24.7% are based on a federal statutory rate of 21.0% and a combined state, local and foreign rate net of federal benefits of 3.3%, 4.0%, and 3.7%, respectively.

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

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.

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. 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.

Fee-Related Earnings (“FRE”) is a non-GAAP measure used to highlight earnings from recurring management fees and administrative fees. FRE represents Adjusted EBITDA further adjusted to exclude (a) incentive fees, (b) other non-operating income,and (c) realized investment income, net of amount attributable to noncontrolling interests in subsidiaries, and to include (a) incentive fee-related compensation and (b) carried interest attributable to other noncontrolling interest holders, net, and (c) depreciation expense. We believe FRE is useful to investors because it provides additional insights into the management fee driven operating profitability of our business.

The following table shows reconciliations of Total Operating Revenues to Fee-Related Revenue for the years ended December 31, 2025, 2024 and 2023, respectively:

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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.

Liquidity and Capital Resources

We have historically financed our operations and working capital through net cash provided by operating activities and borrowings under our Term Loan Facility and Revolving Credit Facility (each as defined below). As of December 31, 2025, we had $242.1 million of cash and cash equivalents and available borrowing capacity of $50.0 million under our Revolving Credit Facility. In February 2026, we completed a prepayment of $65 million on our outstanding Term Loan Facility.

On November 18, 2025, we entered into an equity distribution agreement pursuant to which we may offer and sell up to $100.0 million in shares of our Class A common stock through an at-the-market (“ATM”) equity program. Also on November 18, 2025, we filed a prospectus supplement relating to the ATM equity sales program.

Our primary cash needs are to fund working capital requirements, invest in growing our business, make investments in GCM Funds, make scheduled principal payments and interest payments on our outstanding indebtedness, pay dividends to holders of our Class A common stock and pay tax distributions to members. Additionally, as a result of the Transaction, we need cash to make payments under the Tax Receivable Agreement. We expect that our cash flow from operations, current cash and cash equivalents, available borrowing capacity under our Revolving Credit Facility, and potential proceeds from the ATM

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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.

We are required to maintain minimum net capital balances for regulatory purposes for certain of our foreign subsidiaries as well as our U.S. broker-dealer subsidiary. These net capital requirements are met by retaining cash. As a result, we may be restricted in our ability to transfer cash between different operating entities and jurisdictions. As of December 31, 2025 we are in compliance with these regulatory requirements.

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 cash provided by operating activities was $183.5 million and $148.8 million for the years ended December 31, 2025 and 2024, respectively. These operating cash flows were primarily driven by:

•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.

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. 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.

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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. 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.

Indebtedness

On January 2, 2014, GCMH entered into a credit agreement (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”) that provides GCMH with a senior secured term loan facility (along with subsequent amendments, the “Term Loan Facility”) and a $50.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”). Under the Revolving Credit Facility, $15.0 million is available for letters of credit and $10.0 million is available for swingline loans.

On June 23, 2021, the Company amended its Term Loan Facility to increase the aggregate principal amount from $290.0 million to $400.0 million. On June 29, 2023, the Company amended the Term Loan Facility to incorporate changes for the contemplated transition to the Term Secured Overnight Financing Rate (“Term SOFR”), and on July 1, 2023, in conjunction with a Benchmark Transition Event, the interest rate defaulted to the Term SOFR plus a Benchmark Replacement Adjustment as recommended by the Relevant Governmental Body (all terms as defined in the Amended Credit Agreement).

On May 21, 2024, the Company amended the Term Loan Facility to, among other things, increase and extend the maturity date of the Term Loan Facility. The amendment increased the aggregate principal amount available from $388.0 million to $438.0 million, extended the maturity date from February 24, 2028 to February 25, 2030, decreased the interest rate margin to 2.25% over Term SOFR, and removed the Benchmark Replacement Adjustment of 0.11%.

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.

See Note 13 of our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for a summary of our outstanding indebtedness.

The terms of the Company’s current debt instruments contain covenants that may restrict the Company and its subsidiaries from paying distributions to its members. As a holding company, we are dependent upon the ability of GCMH to make distributions to its members, including us. However, the ability of GCMH to make such distributions is subject to its operating results, cash requirements and financial condition, restrictive covenants in our debt instruments and applicable

98

Delaware law. These restrictions include restrictions on the payment of distributions whenever the payment of such distributions would cause GCMH to no longer be in compliance with any of its financial covenants under the Term Loan Facility. 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.

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. Effective on May 31, 2024, we entered into a swap agreement to hedge interest rate risk related to payments for the increase in aggregate principal amount of the Term Loan Facility that has a notional amount of $28.5 million and a fixed rate of 4.47%. 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%.

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. However, management of GCM Grosvenor expects to cause GCMH to make distributions to its members, including us, in an amount at least sufficient to allow us to pay all applicable taxes, to make payments under the Tax Receivable Agreement, and to pay our corporate and other overhead expenses. 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. The payment of cash dividends on shares of our Class A common stock in the future, in this amount or otherwise, will be within the discretion of GCMG’s Board of Directors at such time.

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. 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. 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. 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. On February 6, 2025, GCMG’s Board of Directors increased the firm’s existing repurchase authorization by $50 million, from $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. 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.

In November 2025, the Company entered into an equity distribution agreement with Morgan Stanley & Co. LLC (the “Agent”) establishing an at-the-market (“ATM”) equity offering program. Under the terms of the agreement, the Company may offer and sell shares of its Class A common stock from time to time at prevailing market prices, and retains discretion with respect to the timing, amount and pricing of any sales, subject to the terms of the agreement. The Company did not issue any shares under the ATM equity offering program during the year ended December 31, 2025.

For the years ended December 31, 2025 and 2024, we spent $25.7 million and $33.2 million, respectively, to reduce Class A shares to be issued to employees, which reflects both RSUs that were settled in cash and shares retired in connection with the net share settlement of equity-based awards. For the year ended December 31, 2025 we spent $30.7 million to repurchase shares of Class A common stock. We did not repurchase any shares of Class A common stock for the year ended

99

December 31, 2024. 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.

We review our capital return plan on an on-going basis, considering our financial performance and liquidity position, investments required to execute our strategic plans and initiatives, acquisition opportunities, the economic outlook, regulatory changes and other relevant factors. As these factors may change over time, the actual amounts expended on repurchase activity, dividends, and acquisitions, if any, during any particular period cannot be predicted and may fluctuate from time to time.

Tax Receivable Agreement

Exchanges of Grosvenor common units by limited partners of GCMH will result in increases in the tax basis in our share of the assets of GCMH and its subsidiaries that otherwise would not have been available. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits, and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. 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.

Contractual Obligations, Commitments and Contingencies

The following table represents our contractual obligations as of December 31, 2025, aggregated by type:

Contractual Obligations

Total

Less than

1 year

1 – 3

years

3 – 5

years

More than

5 years

(in thousands)

Operating leases

$

90,000 

$

6,127 

$

14,845 

$

12,637 

$

56,391 

Debt obligations (1)

431,430 

4,380 

8,760 

418,290 

— 

Interest on debt obligations (2)

109,796 

26,867 

52,985 

29,944 

— 

Capital commitments to our investments (3)

140,621 

140,621 

— 

— 

— 

Total

$

771,847 

$

177,995 

$

76,590 

$

460,871 

$

56,391 

____________

(1)Represents scheduled debt obligation payments under our Term Loan Facility.

(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. These amounts are generally due on demand and are therefore presented in the less than one-year category, however, based on historical precedent, are likely to be due over a substantially longer period of time.

The table above does not include payments that we are obligated to make under the Tax Receivable Agreement, as the actual timing and amount of any payments that may be made under the Tax Receivable Agreement are unknown at this time and will vary based on a number of factors. However, we expect that the payments that we are required to make to the TRA Parties in connection with the Tax Receivable Agreement will be substantial. Any payments made by us to the TRA Parties under the Tax Receivable Agreement will generally reduce the amount of cash that might have otherwise been available to us or to GCMH. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will accrue interest until paid. Our failure to make any payment required under the Tax Receivable Agreement (including any accrued and unpaid interest) within 60 calendar days of the date on which the payment is required to be made will generally constitute a material breach of a material obligation under the Tax Receivable Agreement, which may result in the termination of the Tax Receivable Agreement and the acceleration of payments thereunder, unless the applicable payment is not made because (i) we are prohibited from making such payment under applicable law or the terms governing certain of our secured indebtedness or (ii) we do not have, and cannot by using commercially reasonable efforts obtain, sufficient funds to make such payment.

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. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective and subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe the following critical accounting policies and estimates could potentially produce materially different results if we were to change underlying assumptions, estimates or judgments. See Note 2 to our Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for a summary of our significant accounting policies. The following is a summary of our accounting policies that are most affected by assumptions, estimates or judgments.

Principles of Consolidation

We consolidate all entities that we control as the primary beneficiary of variable interest entities (“VIEs”).

We first determine whether we have a variable interest in an entity. 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. We have evaluated our arrangements and determined that management fees, performance fees and carried interest are customary and commensurate with the services being performed and are not variable interests. For those entities in which we have a variable interest, we perform an analysis to determine whether the entity is a VIE.

The assessment of whether the entity is a VIE requires an evaluation of qualitative factors and, where applicable, quantitative factors. These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the entity, and (c) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from the entity. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE.

For entities that are determined to be VIEs, we consolidate those entities where we have concluded we are the primary beneficiary. We are determined to be the primary beneficiary if we hold a controlling financial interest which is defined as possessing (a) the power to direct the activities that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. In evaluating whether we are the primary beneficiary, we evaluate our economic interests in the entity held either directly or indirectly by us.

We determine whether we are the primary beneficiary of a VIE at the time we become involved with a VIE and reconsider that conclusion continuously. At each reporting date, we assess whether we are the primary beneficiary and will consolidate or deconsolidate accordingly.

Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities. Under the voting interest entity model, we consolidate those entities that we control through a majority voting interest.

Partnership Interest-Based Compensation

Various individuals, including our current and former employees, have been awarded partnership interests in Holdings, Holdings II and Management LLC. These partnership interests either (a) grant the recipients the right to certain cash distributions of profits from Holdings, Holdings II and Management LLC to the extent such distributions are authorized or (b) transfer equity ownership between certain existing employee members of the GCMH Equityholders.

A partnership interest award is accounted for based on its substance. A partnership interest award that is in substance a profit-sharing arrangement or performance bonus would generally not be within the scope of the stock-based compensation guidance and would be accounted for under the guidance for deferred compensation plans, similar to a cash bonus. 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

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by Holdings, Holdings II and Management LLC. As a result, we record a non-cash profits interest compensation charge and an offsetting deemed contribution to equity (deficit) to reflect the payments made by the GCMH Equityholders.

We analyze awards granted to recipients at the time they are granted or modified. Awards that are in substance a profit-sharing arrangement in which rights to distributions of profits are based fully on the discretion of the managing member of Holdings, Holdings II and Management LLC, are recorded as partnership interest-based compensation expense in the Consolidated Statements of Income (Loss) when Holdings, Holdings II and Management LLC makes distributions to the recipients. Awards that are in substance stock-based compensation are recorded as partnership interest-based compensation expense on a straight-line basis over the service period. Profit-sharing arrangements that contain a stated target payment are recognized as partnership interest-based compensation expense equal to the present value of expected future payments on a straight-line basis over the service period. 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. Changes to the existing awards granted to recipients, granting of new awards or fluctuation in distributions of profits could significantly impact expense recognized in future periods.

Revenue Recognition of Incentive Fees

Incentive fees are based on the results of our funds, in the form of performance fees and carried interest, which together comprise incentive fees.

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. Performance fees may or may not be subject to a hurdle or a preferred return, which requires that clients earn a specified minimum return before a performance fee can be assessed. With the exception of certain GCM Funds, these performance fees are determined based upon investment performance at the end of a specified measurement period, generally the end of the calendar year. Certain GCM Funds have performance measurement periods extending beyond one year.

Investment returns are highly susceptible to market factors, judgments and actions of third parties that are outside of our control. Accordingly, performance fees are considered variable consideration and are therefore constrained and not recognized as revenue until it is probable that a significant reversal will not occur. 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. Performance fees can vary materially period to period based on actual investment returns and timing of redemptions.

Carried Interest

Carried interest is a performance-based capital allocation from a fund’s limited partners in certain GCM Funds invested in longer-term public market investments and private market investments. Carried interest is typically a percentage of the profits calculated in accordance with the terms of fund agreements at rates that range between 2.5-20% after returning invested capital, certain fees and a preferred return to the fund’s limited partners. 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. Accordingly, carried interest is considered variable consideration and is therefore constrained and not recognized as revenue until (a) it is probable that a significant reversal will not occur or (b) the uncertainty associated with the variable consideration is subsequently resolved.

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. 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. Carried interest can vary materially period to period based on the judgments, market factors and actions of third parties discussed above.

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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. 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.

We use the asset and liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the statutory tax rates expected to be applied in the periods in which those temporary differences are settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change. A valuation allowance is recorded on our net deferred tax assets when it is “more-likely-than not” that such assets will not be realized. When evaluating the realizability of our deferred tax assets, all evidence, both positive and negative, is evaluated. 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. Changes in judgment regarding the realizability of the deferred tax assets or changes in corporate tax rates could significantly increase or decrease the carrying value of the assets.

The amount of tax benefit to be recognized is the amount of benefit that is “more-likely-than-not” to be sustained upon examination. 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. 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. Changes in judgment regarding the uncertainty of tax positions could result in liabilities.

Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties under GAAP. We review our tax positions quarterly and adjust our tax balances as new legislation is enacted or new information becomes available.

Tax Receivable Agreement

In connection with the Transaction, we entered into the Tax Receivable Agreement with the GCMH Equityholders. We will generally pay them 85% of the amount of the tax savings, if any, that we realize as a result of increases in tax basis resulting from our acquisition of equity interests in GCMH from certain current or former GCMH Equityholders, from certain existing tax basis in the assets of GCMH and its subsidiaries, and from certain deductions arising from payments made in connection with the Tax Receivable Agreement.

The Tax Receivable Agreement makes certain simplifying assumptions regarding the determination of the tax savings that we realize or are deemed to realize from applicable tax attributes (including use of an assumed state and local income tax rate), which may result in payments pursuant to the Tax Receivable Agreement in excess of those that would result if such assumptions were not made and therefore in excess of 85% of our actual tax savings.

The actual increases in tax basis arising from our acquisition of interests in GCMH, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors, including, but not limited to, the price of our Class A common stock at the time of the purchase or exchange, the timing of any future exchanges, the extent to which exchanges are taxable, and the amount and timing of our income and the tax rates then applicable. 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. Significant changes in the projected liability resulting from the Tax Receivable Agreement may occur based on changes in anticipated future taxable income, changes in applicable tax rates or other changes in tax attributes that may occur and could affect the expected future tax benefits to be received by us.

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Recent Accounting Pronouncements

Information regarding recent accounting developments and their impact on our results can be found in Note 2 in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.