Note 11. Fair Value Measurements

Financial Instruments not recognized at Fair Value

The Company measures certain assets and liabilities at fair value on a recurring basis which are discussed below. Our financial instruments not recognized at fair value were as follows:

 

 

 

As of December 31, 2025

 

 

As of December 31, 2024

 

 

 

 

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Fair Value Level

 

Reference

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Due from related party - Advisory Agreements

 

$

83,900

 

 

$

55,455

 

 

$

68,010

 

 

$

42,529

 

3

 

Note 13

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Debt Obligations

 

$

373,204

 

 

$

373,204

 

 

$

319,783

 

 

$

319,783

 

2

 

Note 12

 

As of December 31, 2025 and December 31, 2024, debt obligations' carrying value approximates fair value.

Earnouts associated with the acquisitions of Bonaccord, Hark, and Qualitas

Included in the total consideration of the acquisition of Hark was an earnout not to exceed $5.4 million. Total remeasurement expense recognized for the years ended December 31, 2025, 2024, and 2023 totaled $0, $0, and $0.1 million, respectively. This is included in contingent consideration expense on the Consolidated Statements of Operations. The entirety of the Hark contingent consideration of $5.4 million was paid during the year ended December 31, 2023.

Included in total consideration of the acquisition of Bonaccord in September 2021 was an earnout payment not to exceed $20 million. The amount ultimately owed to the sellers was based on achieving specific fundraising targets and any amounts paid to the sellers was required to be paid by October 2027, at which point the earnout expires. Payments were made after each fund close. As of December 31, 2025, the full $20.0 million earnout payment has been earned and paid, of which $2.2 million was paid in the year ended December 31, 2025 and $4.7 million was paid in the year ended December 31, 2024. Total remeasurement expense recognized for the years ended December 31, 2025, 2024, and 2023 was $0, $0.2 million and $0.5 million, respectively. This is included in contingent consideration expense on the Consolidated Statements of Operations. As of December 31, 2024, with all contingent consideration for the acquisition of Bonaccord considered fully earned, the liability transferred out of Level 3 fair value measurement as the liability is recorded at cost at the known payment amount. Until considered fully earned, the Company's contingent consideration was considered to be a Level 3 fair value measurement as the significant inputs are unobservable and require significant judgment or estimation. As of December 31, 2025, there were no remaining earnout liabilities related to the Bonaccord acquisition.

On April 4, 2025, included in total consideration of the Qualitas acquisition was an earnout payment not to exceed €31.7 million. The amount ultimately owed to the sellers is based on the run-rate net revenue as of December 31, 2027 from newly launched Qualitas funds post-acquisition. Any earnout payment will be paid no later than December 31, 2028 in a mix of cash and Class A common stock at the seller's election, with no more than 65% payable in cash. As of December 31, 2025, no earnout payment has been earned or paid. Total remeasurement expense recognized for the year ended December 31, 2025 was $2.9 million, which was included in contingent consideration expense on the Consolidated Statements of Operations.

Derivative instruments and hedging activities

In September 2025, the Company entered into an interest rate collar agreement to hedge the variability in cash flows associated with its variable-rate borrowings under the Amended and Restated Credit Agreement (as defined below). The collar has a notional amount of $211.3 million, effective as of September 30, 2025, and a termination date of August 1, 2028. The collar references the 3-month United States Dollar ("USD") SOFR Chicago Mercantile Exchange ("CME") term rate ("USD-SOFR-CME"), with a cap strike rate of 4.25% and a floor strike rate of 2.31%.

The Company records the effective portion of changes in the fair value of its cash flow hedges to other comprehensive income/(loss), net of tax, and subsequently reclassifies these amounts into earnings in the period during which the hedged transaction is recognized. Any changes in fair value of hedges that are determined to be ineffective are immediately reclassified from accumulated other comprehensive income into earnings. For the year ended December 31, 2025, the Company recorded an unrealized gain on interest rate derivatives, net of tax for $0.1 million, which is included in other comprehensive income/(loss). The Company estimates that an insignificant amount currently recorded in accumulated other comprehensive income will be recognized in earnings over the next 12 months.

When derivatives are used, the Company is exposed to credit loss in the event of non-performance by the counterparties; non-performance risk is incorporated into the valuation of the hedges, but non-performance by any of our derivative counterparties is not anticipated. ASC 815 requires companies to recognize all derivative instruments as either

assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks, which are significant observable inputs or Level 2 inputs.

The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedges no longer be considered effective. No amount of ineffectiveness was included in net income for the year ended December 31, 2025. The Company will continue to assess the effectiveness of the hedges on an ongoing basis.

The following table presents all recurring items measured at fair value as of December 31, 2025:

 

 

As of December 31, 2025

 

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Derivative assets

 

$

-

 

 

$

74

 

 

$

-

 

 

$

74

 

Total assets

 

$

-

 

 

$

74

 

 

$

-

 

 

$

74

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration obligation

 

$

-

 

 

$

-

 

 

$

15,599

 

 

$

15,599

 

Total liabilities

 

$

-

 

 

$

-

 

 

$

15,599

 

 

$

15,599

 

For the liabilities and assets presented in the table above, there were no changes in fair value hierarchy levels during the year ended December 31, 2025.

The changes in the fair value of Level III financial instruments are set forth below:

Contingent Consideration Liability

 

 

 

 

 

For the Year Ended December 31,

 

 

 

 

 

 

 

2025

 

 

2024

 

Balance, beginning of year:

 

 

 

 

 

$

-

 

 

$

6,693

 

   Additions

 

 

 

 

 

 

11,846

 

 

 

-

 

Change in fair value

 

 

 

 

 

 

2,928

 

 

 

160

 

   Impact of exchange rate movements

 

 

 

 

 

 

825

 

 

 

-

 

   Settlements

 

 

 

 

 

 

-

 

 

 

(2,565

)

   Transfers out of level 3 measurement

 

 

 

 

 

 

-

 

 

 

(4,288

)

Balance, end of period:

 

 

 

 

 

$

15,599

 

 

$

-

 

Until transferred out of Level 3 fair value measurement, the fair value of the contingent consideration liability represents the fair value of future payments upon satisfaction of performance targets. The assumptions used in the analysis are inherently subjective; therefore, the ultimate amount of the contingent consideration liability primarily relate to the expected future payments of obligations with a discount rate applied. The contingent consideration liability is included in contingent consideration on the Consolidated Balance Sheets.

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Feb 28, 2025
2023Mar 13, 2024
2022Mar 27, 2023
2021Mar 21, 2022

About Fair Value Disclosures

Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.

Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.