Equity-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

The Company grants equity-based compensation awards in the form of restricted share units (“RSUs”) or performance restricted share units (“PRSUs”) for Class A Common Stock to its management, employees, consultants, and independent members of the board of directors under its 2023 Stock Incentive Plan (the “Plan”). The total number of shares of Class A Common Stock that may be issued under the Plan is 20,798,132,

of which 6,032,108 remain available as of September 30, 2025. To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the Plan.

The Company recognizes equity-based compensation expenses at the Company’s stock price as of the grant date. As of September 30, 2025, the Company has an unrecognized equity-based compensation expense of $28.3 million, which is expected to be recognized over a weighted average period of 1.78 years.

The following table summarizes the equity-based compensation award activity for the nine months ended September 30, 2025, and September 30, 2024:


	September 30, 2025			September 30, 2024
	Number of Awards	Weighted Average Grant Date Fair Value		Number of Awards	Weighted Average Grant Date Fair Value
Restricted common stock
Restricted common stock awards outstanding at beginning of period	6,216,514	$	4.86	4,797,464	$	4.64
Restricted common stock granted	7,676,202	3.82		4,123,786	5.19
Restricted common stock forfeited	(256,559)	4.76		(615,060)	4.51
Restricted common stock vested	(2,231,567)	4.60		(1,823,811)	4.99
Restricted common stock awards outstanding at end of period	11,404,590	$4.22		6,482,379	$	4.90

The following table summarizes the equity-based compensation recognized, which is included in Compensation and employee benefits in the Condensed Consolidated Statement of Operations, during the three and nine months ended September 30, 2025, and September 30, 2024:


	For the Three Months Ended				For the Nine Months Ended
(Dollars in Thousands)	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
RSUs	$	4,616	$	3,076	$	13,733	$	8,168
PRSUs	665		1,715		2,535		2,180
Acquisition-related	192		1,809		4,523		4,854

Revenue share	285		435		492		799
Deferred compensation	1,343		871		2,432		3,245
Accrued compensation	19		—		46		—
Total	$	7,121	$	7,905	$	23,761	$	19,247

RSUs

On May 31, 2023, the Company granted 4,697,317 RSUs to its employees, which vest over a three-year period and had a fair value of $4.35 per share. On June 5, 2024, the Company granted 2,219,661 RSUs to its employees, which vest over a three-year period and had a fair value of $4.78 per share. On February 27, 2025 and May 14, 2025, the Company granted 2,772,576 and 99,245, respectively, of RSUs to its employees, which vest over a three-year period and had a fair value of $3.45 and $3.32, respectively, per share. These grants resulted in compensation expense of $2.5 million and $2.8 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $9.0 million and $6.1 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. Since the initial grant date of these awards, 1,047,964 shares have been forfeited.

On March 23, 2023, in connection with the Business Combination, the Company granted 65,554 RSUs to its board of directors, which vested over an approximate nine-month period and had a fair value of $12.56 per share. On March 1, 2024, the Company granted 138,564 RSUs to its board of directors, which vested over a four-month period and had a fair value of $5.87 per share. On June 27, 2024, the Company granted 123,732 RSUs to its board of directors, which vested over a twelve-month period and had a grant date fair value of $4.91 per share. On August 2, 2024, the Company granted 45,549 RSUs to its board of directors, which vested over an eleven-month period and had a grant date fair value of $4.38 per share. On June 23, 2025, the Company granted 231,889 RSUs to its board of directors, which vest over a twelve-month period and had a grant date fair value of $4.07 per share. These grants resulted in compensation expense of $0.2 million and $0.2 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $0.7 million and $1.0 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

On various dates throughout 2023, the Company granted 111,148 and 118,987 RSUs to employees, representative of buy-out equity awards as restricted units, vesting generally over a one to three year period, with a fair value of $7.66 and $8.72, respectively, per share. On February 6, 2024, the Company granted 29,154 shares of Class A Common Stock to employees, representative of buy-out equity awards as restricted units, vesting over a two year period, with a fair value of $5.36 per share. On December 23, 2024, the Company granted 57,458 shares of Class A Common Stock to employees, representative of buy-out equity awards as restricted units, vesting over a three year period, with a fair value of $4.14 per share. On April 15, 2025, the Company granted 81,266 shares of Class A Common Stock to employees, representative of buy-out equity awards as restricted units, vesting over a three-year period, with a fair value of $3.31 per share. The Company recognized compensation expense of $0.1 million and $0.1 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $0.8 million and $1.0 million for the nine months ended September 30, 2025 and September 30, 2024, respectively, related to these buy-out equity awards. Since the initial grant date of these awards, 39,662 shares have been forfeited.

During nine months ended September 30, 2025, the Company reclassed certain liability classified retention awards to be equity classified. The Company recognized compensation expense for the three and nine months ended September 30, 2025 of $1.8 million and $3.2 million, respectively, related to these retention awards.

PRSUs

The Company grants PRSUs to selected members of AlTi’s executive team. Vesting of the PRSUs is based on meeting certain market conditions and the requisite service period. The PRSUs are eligible to vest on a graded basis at the end of each of three annual performance periods, subject to the employee’s continued service with the Company through the applicable performance period, and are only earned upon achievement of total shareholder return of the Company’s Class A Common Stock exceeding certain thresholds.

On June 5, 2024, the Company granted 1,567,125 PRSUs to participants and used a Monte Carlo simulation model to determine the average grant date fair value of $5.76 per share using the following model inputs and assumptions: i) ending average stock price of $4.78, ii) volatility rate of 62.1%, iii) risk free rate of 4.5% and iv) expected term of 2.88 years. Compensation expense associated with the PRSUs will be recognized over the longer of the expected achievement period for the service or market condition. On May 22, 2025, the Company granted 263,564 PRSUs to participants and used a Monte Carlo simulation model to determine the average grant date fair value of $2.82 per share using the following model inputs and assumptions: i) ending average stock price of $3.19, ii) volatility rate of 60.7%, iii) risk free rate of 4.0% and iv) expected term of 2.86 years. Compensation expense associated with the PRSUs will be recognized over the longer of the expected achievement period for the service or market condition. These grants resulted in compensation expense of $0.7 million and $1.7 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $2.5 million and $2.2 million for the nine months ended September 30, 2025 and

September 30, 2024, respectively. Since the initial grant date of these awards, 289,942 shares have been forfeited.

Acquisition-Related Equity-Based Compensation Awards

In connection with TWMH’s historical acquisition of Holbein Partners, LLP (“Holbein”), certain employees of Holbein are entitled to receive a combination of cash and shares of the Company based on Holbein revenues in 2023 and 2024 (the “Holbein Earn-Ins”). The Holbein Earn-Ins were measured at fair value using estimates of future revenues as of the closing date. The earn-ins are expected to be paid in a combination of 50% cash and 50% in shares of the Company’s Class A Common Stock on the second and third anniversaries of the closing date of January 7, 2022. On July 14, 2023, the Company amended the Holbein purchase agreement related to the Holbein acquisition. The amendment crystallized the contingent earn-in consideration amount by replacing the valuation of the Holbein Earn-Ins consideration of an estimate of future revenue. Additionally, the first payment date and second payment date are agreed as April 1, 2024, and April 1, 2025, respectively, replacing the original share purchase agreement payment dates of ten business days after the second and third anniversary of the acquisition of Holbein. The agreed upon first and second date payments are $7.1 million and $8.9 million, respectively. The selling shareholders remain required to maintain certain service agreements to receive the compensatory Holbein Earn-ins. The number of shares awarded will be calculated based on the twenty day average volume weighted average price of the Company’s Class A Common Stock preceding the first and second payment dates. The Company recognized an expense for the earn-ins of $12.8 thousand and $0.7 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $0.9 million and $3.2 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Separate from the compensatory Holbein Earn-Ins, the Holbein acquisition consideration included contingent consideration that was measured at fair value using estimates of future revenues as of the closing date. The acquisition consideration was also amended to crystallize the non-compensatory earn-in amount and follows the same pattern as the above-described amendment for the compensatory earn-ins. On April 1, 2025, the final contingent consideration payment was made, extinguishing the liability balance as of September 30, 2025. As of December 31, 2024, this contingent consideration is recorded as a liability of $0.9 million in the Earn-in consideration payable line of the Condensed Consolidated Statement of Financial Condition.

In connection with the Company’s acquisition of East End Advisors (see Note 4 Business Combinations and Divestitures), certain employees of East End Advisors are entitled to receive a portion of the contingent consideration comprised of a combination of additional cash and shares of the Company (the “EEA Equity Awards”) based on the future EBITDA performance targets between the closing date of April 3, 2024 and the fifth anniversary of the closing date. The portion of the EEA Equity Awards to be issued in shares was measured at fair value as of the closing date. The Company recognized compensation expense for the estimated shares in relation to the accrual of the EEA Equity Awards of $0.5 million and $0.7 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $1.7 million and $1.0 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

In connection with the Company’s acquisition of Envoi (see Note 4 Business Combinations and Divestitures), certain employees of Envoi are entitled to receive a portion of the earn-out growth consideration liability comprised of a combination of cash and additional shares of the Company (the “Envoi Equity Awards”). Compensation expense related to the Envoi Equity Awards is determined in accordance with revenue based formulas provided for in the asset purchase agreement and are payable to eligible employees in 2028. The Company recognized compensation expense in relation to the accrual of the Envoi Equity Awards of $40.6 thousand and $0.1 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $0.2 million and $0.1 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

In connection with the Company’s acquisition of PW (see Note 4 Business Combinations and Divestitures), certain employees of PW were entitled to receive additional shares of the Company (the “PW Earn-Ins”). The PW Earn-Ins were payable in equity upon the achievement of certain integration milestones and were due for payment no later than March 1, 2025. The estimated deferred consideration was paid in cash and equity during the first quarter ended March 31, 2025. The Company recognized compensation expense in relation to the accrual of the PW Earn-Ins of $0.4 million and $0.6 million for the three and nine months ended September 30, 2024, respectively.

In connection with the Company’s acquisition of Kontora (see Note 4 Business Combinations and Divestitures), the Company may be required to make additional compensatory payments comprised of a combination of cash and equity at the Company’s option based on Kontora’s adjusted EBITDA (the “Kontora Earn-Ins”). The Company recognized compensation expense in relation to the accrual of the Kontora Earn-Ins of $(0.4) million and $1.8 million for the three and nine months ended September 30, 2025, respectively.

Revenue Share

During the three months ended September 30, 2025 and September 30, 2024, the Company accrued $0.3 million and $0.4 million, respectively, and during the nine months ended September 30, 2025 and September 30, 2024, the Company accrued $0.5 million and $0.8 million, respectively, in compensation expense related to various revenue share arrangements to its employees, which is included in Compensation and employee benefits in the Condensed Consolidated Statement of Operations and in Accrued compensation and profit sharing in the Condensed Consolidated Statement of Financial Position.

Deferred Compensation Liability

In connection with the acquisition of all of the issued and outstanding ownership and membership interests of AlTi Wealth Management (Singapore) Pte Limited (“ALWP”) pursuant to the terms of the share purchase agreement between the Company and ALWP on April 6, 2023, the Company accrued, during the three months ended September 30, 2025 and September 30, 2024, $1.3 million and $0.9 million, respectively, and during the nine months ended September 30, 2025 and September 30, 2024, $2.4 million and $3.2 million, respectively, in shares of Class A Common Stock which is included in Compensation and employee benefits in the Condensed Consolidated Statement of Operations and in Accrued compensation and profit sharing in the Condensed Consolidated Statement of Financial Position.