Related Party Transactions

9 Months Ended

Sep. 30, 2025

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Related party transactions include the below:

(Dollars in Thousands)
Related Party Receivables	Condensed Consolidated Balance Sheet Line Item	As of September 30, 2025		As of December 31, 2024
Due from Certain TWMH Members, TIG GP Members and TIG MGMT Members	Other assets	$	276	$	435
Due from Equity Method Investees	Other assets	$	50	$	30
Working capital adjustment in connection with the purchase of Kontora	Other assets	$	1,393	$	—
Due from Alvarium related fee arrangements	Fees receivable, net	$	—	$	84
Due from TIG related fee arrangements	Fees receivable, net	$	1,808	$	804
Related Party Investments
Equity method investment with Allianz	Equity method investments	$	—	$	20,300
Related Party Payables
Due to Certain TWMH Members, TIG GP Members and TIG MGMT Members	Accrued member distribution payable	$	(3,260)	$	(3,355)
Due to Certain Non-Controlling Interest Holders in Connection with the Tax Receivable Agreements	TRA liability	$	(32,484)	$	(28,765)
Delayed share purchase agreement	Delayed share purchase agreement	$	—	$	—
Delayed share purchase agreement	Accrued compensation and profit sharing	$	—	$	—
PW deferred consideration	Other liabilities	$	—	$	(3,339)
Due to certain employees	Other liabilities	$	(740)	$	—
Due to Certain TWMH Members, TIG GP Members, TIG MGMT Members and Alvarium Shareholders in connection with the Business Combination Earn-out	Earn-out liabilities, at fair value	$	(11,401)	$	(23,848)
EEA earn-out liability	Earn-out liabilities, at fair value	$	(24,225)	$	(29,871)
Envoi earn-out consideration liability	Earn-out liabilities, at fair value	$	(7,260)	$	(9,600)
Envoi earn-out growth consideration liability	Earn-out liabilities, at fair value	$	(1,070)	$	(1,320)
Kontora earn-out liability	Earn-out liabilities, at fair value	$	(6,789)	$	—
Preferred stock tranche liability	Preferred stock tranche liability	$	(1,650)	$	(3,940)
Office lease liability	Operating lease liabilities	$	(1,236)	$	(305)
Mezzanine Equity
Series A Preferred Stock	Series A Redeemable Cumulative Convertible Preferred Stock	$	166,924	$	142,858
Series C Preferred Stock	Series C Redeemable Cumulative Convertible Preferred Stock	$	172,793	$	160,808
Shareholders’ Equity
Delayed share purchase agreement	Additional paid-in capital	$	—	$	40
Allianz Warrants, net of issuance costs	Additional paid-in capital	$	6,591	$	6,591
Constellation Warrants, net of issuance costs	Additional paid-in capital	$	3,003	$	3,003

Due from TWMH Members

Certain TWMH Members were offered promissory notes to pay their estimated federal, state and local withholding taxes owed by such members, which constitute loans to members. Promissory notes totaling $1.5 million were issued by the Company in 2020, 2021 and 2022, and bear interest at an annual rate of three and one quarter percent (3.25%). Of these, certain promissory notes totaling $1.1 million included a forgiveness of debt provision. If at each of the first five one-year anniversaries of February 15, 2023, the members’ employment relationship has not been terminated for any reason, an amount equal to twenty percent (20%) of the principal and accrued interest, shall be forgiven. Upon termination of employment, any outstanding amount of loan not forgiven becomes due within 30 days. The additional notes totaling $0.4 million were paid back in full to the Company as of December 31, 2022. On March 14, 2024, a certain member repaid their note totaling $0.7 million.

For the three months ended September 30, 2025 and September 30, 2024, the Company recognized $56 thousand and $57 thousand, respectively, and for the nine months ended September 30, 2025 and September 30, 2024, the Company recognized $168 thousand and $173 thousand, respectively, of forgiveness of principal debt and accrued interest within Compensation and employee benefits expense on the Condensed Consolidated Statement of Operations.

The promissory notes are full legal recourse and have applicable default provisions, which allow the Company to enforce collection against all assets of the note holder, including Class B Units which have been pledged as collateral. These loans are presented in Other assets on the Condensed Consolidated Statement of Financial Condition. As of September 30, 2025 and December 31, 2024, the balances of loans to members was $0.3 million and $0.4 million, respectively.

Due to Certain TIG GP Members and TIG MGMT Members

Certain TIG GP and TIG MGMT Members were issued a distribution from the legacy partnership businesses in connection with the Business Combination. This was treated as a partnership distribution and is presented as Accrued member distributions payable on the Condensed Consolidated Statement of Financial Condition. As of September 30, 2025 and December 31, 2024, the balance of Accrued member distributions payable was $3.3 million and $3.4 million, respectively.

Tax Receivable Agreements

On the Closing Date, the Company entered into the Tax Receivable Agreement. The TRA generally provides for certain payments and makes certain arrangements with respect to certain tax benefits to be derived by the Company and its subsidiaries as the result of the Business Combination and future exchanges by such TWMH Members, TIG GP Members and TIG MGMT Members of each of their Class B Unit of Umbrella paired with a share of Class B Common Stock (collectively, the “Paired Interests”) for Class A Common Stock in accordance with the Umbrella LLC Agreement and the making of payments under the TRA.

Pursuant to the terms of the TRA, the Company generally will pay an amount equal to 85% of the net tax benefit that it receives from such exchanges to the TWMH Members, the TIG GP Members, and the TIG MGMT Members. The costs and expenses of administering the TRA will be borne 15% by the Company and 85% by the TWMH Members, the TIG GP Members and the TIG MGMT Members, or in certain instances, all or a portion of such 85% amount may be borne by Umbrella.

The TRA is recognized on the Condensed Consolidated Statement of Financial Condition as the TRA Liability. The value of the TRA Liability as of September 30, 2025 and December 31, 2024 was $32.5 million and $28.8 million, respectively. As of September 30, 2025 and December 31, 2024, the Company carried $10.8 million and $9.4 million, respectively, of its TRA Liability at fair value, as it is contingent consideration from the Business Combination. The remaining portion related to the TRA Liability is related to the TRA Exchange of $21.7 million and $19.4 million as of September 30, 2025 and December 31, 2024, respectively, is recorded at

its carrying value. For the three months ended September 30, 2025 and September 30, 2024, the Company recognized a loss of $(0.9) million and a loss of $(2.5) million, respectively, and for the nine months ended September 30, 2025 and September 30, 2024, the Company recognized a loss of $(1.4) million and a gain of $3.8 million, respectively, which is recorded in Gain (loss) on TRA in the Condensed Consolidated Statement of Operations.

As of September 30, 2025, holders of Class B Units have exchanged a total of 10,844,400 Class B Paired Interests with the Company, for shares of Class A Common Stock on a 1:1 basis totaling an amount equal to the weighted average price of $5.68 multiplied by the total number of shares of Class A Common Stock received at the time of the transactions. For the nine months ended September 30, 2025, the Company did not make any tax distributions to Class B Units holders.

Business Combination Earn-out Liability

Under the terms of the Business Combination, upon closing, the selling shareholders of TWMH, TIG, and Alvarium became entitled to receive earn-out shares contingent on various share price milestones and in the event of a change in control. The earn-out shares are precluded from being considered indexed to the Company’s own stock and are recognized as a liability at fair value with changes in fair value recognized in earnings. As of September 30, 2025 and December 31, 2024, the fair value of the Business Combination Earn-out Liability was $11.4 million and $23.8 million, respectively, and is reported in Earn-out liabilities, at fair value, in the Condensed Consolidated Statement of Financial Position. The Company recognized the change in fair value of $6.3 million and $9.7 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $12.4 million and $48.1 million for the nine months ended September 30, 2025 and September 30, 2024, respectively, which is recorded in Gain (loss) on earnout liabilities in the Condensed Consolidated Statement of Operations and in Fair value (gain) loss on earnout liability in the Condensed Consolidated Statement of Cash Flows in the period of change.

EEA Earn-out Liability

On April 1, 2024, the Company acquired all of the issued and outstanding ownership and membership interests of EEA. The EEA Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $93.1 million. Included in the total purchase consideration is estimated contingent consideration of $23.3 million, for which the Company may be required to make additional cash payments contingent on the future EBITDA performance targets between the closing date and the fifth anniversary of the closing date (or EEA earn-out liability). During the second quarter ended June 30, 2025, a cash payment of $7.4 million related to this contingent consideration was made. As of September 30, 2025 and December 31, 2024, the EEA earn-out liability of $24.2 million and $29.9 million, respectively, is reported in Earn-out liabilities, at fair value, in the Condensed Consolidated Statement of Financial Position. The fair value will be remeasured at each reporting date in accordance with ASC 820, Fair Value Measurement. The Company recognized the change in fair value of $(0.6) million and $(5.6) million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $(1.7) million and $(6.3) million for the nine months ended September 30, 2025 and September 30, 2024, respectively, which is recorded in Gain (loss) on earnout liabilities in the Condensed Consolidated Statement of Operations and in Fair value (gain) loss on earnout liability in the Condensed Consolidated Statement of Cash Flows in the period of change.

Envoi Earn-out Liabilities

On July 1, 2024, the Company purchased substantially all of the assets of Envoi pursuant to the terms of the Envoi Acquisition. The Envoi Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $34.3 million. The total purchase consideration transferred includes estimated contingent consideration totaling $9.0 million, comprised of the Envoi earn-out consideration liability and the Envoi earn-out growth consideration liability, for which the Company may be

required to pay additional cash or equity consideration contingent on future revenue-based performance targets between the closing date and the fourth anniversary of the closing date. As of September 30, 2025 and December 31, 2024, the Envoi earn-out consideration liability of $7.3 million and $9.6 million, respectively, and the Envoi earn-out growth consideration liability of $1.1 million and $1.3 million, respectively, are reported in the Earn-out liabilities, at fair value, in the Condensed Consolidated Statement of Financial Position. The Company recognized the change in fair value for the Envoi earn-out consideration liability of $(0.5) million and $(0.6) million, respectively, for the three and nine months ended September 30, 2025, and the change in fair value for the Envoi earn-out growth consideration liability of $0.1 million and $0.3 million, respectively, for the three and nine months ended September 30, 2025, which are recorded in Gain (loss) on earnout liabilities in the Condensed Consolidated Statement of Operations and in Fair value (gain) loss on earnout liability in the Condensed Consolidated Statement of Cash Flows in the period of change.

Kontora Earn-out Consideration

On April 30, 2025, the Company acquired all of the issued and outstanding ownership interests of Kontora. The Kontora Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $15.7 million. Included in the total purchase consideration is contingent consideration of $5.7 million, comprised of the Kontora earn-out liability, for which the Company may be required to make additional cash payments tied to certain revenue streams acquired in the Kontora Acquisition between the Closing Date and December 31, 2035. As of September 30, 2025, the Kontora earn-out liability of $6.8 million is reported in the Earn-out liabilities, at fair value, in the Condensed Consolidated Statement of Financial Position. The Company recognized the change in fair value for the Kontora earn-out liability of $561.0 thousand and $1,046.0 thousand for the three and nine months ended September 30, 2025, respectively, which is recorded in Gain (loss) on earnout liabilities in the Condensed Consolidated Statement of Operations and in Fair value (gain) loss on earnout liability in the Condensed Consolidated Statement of Cash Flows in the period of change.

Due to Certain Employees

In August 2020, a senior executive of the Company entered into a Share Purchase Agreement with Tiedemann Constantia AG (“TC”), a wholly owned subsidiary of the Company, in connection with a share buyback transaction pursuant to which the senior executive sold 702 shares of TC stock (“TC Shares”) to TC in exchange for a vendor loan note issued by TC (the “Vendor Loan Note”). The Vendor Loan Note accrues interest until settlement. On May 18, 2025, the senior executive sent the Company a demand notice for repayment of the Vendor Loan Note in accordance with its terms. The Company expects the loan to be settled in mid-2026. As of September 30, 2025, the outstanding balance of this loan was approximately $0.7 million and is reported in Other liabilities in the Condensed Consolidated Statement of Financial Position.

Pointwise Deferred Consideration

On May 9, 2024, AlTi acquired the remaining 50% of the issued and outstanding ownership and membership interest of PW, increasing its interest from 50% to 100%. The PW Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration was $8.0 million. The total purchase consideration transferred includes cash consideration, equity consideration and estimated deferred consideration of $3.3 million. The deferred consideration was measured at fair value at the acquisition date, and as of December 31, 2024, amounted to $3.3 million, and was recorded within the Other liabilities line item in the Condensed Consolidated Statement of Financial Position. The deferred consideration was paid during the first quarter ended March 31, 2025, in cash and equity totaling $3.0 million. For the nine months ended September 30, 2025, the Company recognized the change in fair value for the deferred consideration liability of $372.6 thousand, of which $390.7 thousand is recorded in Gain (loss) on earnout liabilities and $(18.1) thousand is recorded in Interest expense, both in the Condensed Consolidated Statement of Operations.

Operating Lease Liabilities

ALWP has renewed a lease it had previously entered into for its Singapore office with a related party. The lease renewal was entered into on May 2, 2025 and will become effective on November 1, 2025. The lessor is the head of investments of this subsidiary. As of September 30, 2025 and December 31, 2024, the operating lease payable amounted to $1.2 million and $0.3 million, respectively, and is reported in the Operating lease liabilities in the Condensed Consolidated Statement of Financial Position. The Company recorded lease expense related to this lease of $0.1 million and $0.1 million for the three months ended September 30, 2025 and September 30, 2024, respectively, and $0.4 million and $0.4 million for the nine months ended September 30, 2025 and September 30, 2024, respectively, which is recorded in Occupancy costs in the Condensed Consolidated Statement of Operations and $0.4 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively, in Operating cash flow from operating leases in the Condensed Consolidated Statement of Cash Flows in the period of change.

Fees Receivable, net

The Company recognizes fees at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Fees recognized are calculated based on contractual terms, including the transaction price, whether a distinct performance obligation has been satisfied and control is transferred to the customer, and when collection of the revenue is assessed as probable. Such fees are recognized in the Condensed Consolidated Statement of Financial Condition as Fees Receivable, net. As of September 30, 2025 and December 31, 2024, fees due from Alvarium related fee arrangements were $0.0 thousand and $84.0 thousand, respectively. Additionally, as of September 30, 2025 and December 31, 2024, management and incentive fees receivable due from TIG related fee agreements were $1.8 million and $0.8 million, respectively.

Allianz Transactions

On July 31, 2024, the Company closed on the Allianz Transaction which resulted in the issuance of 140,000 shares of Series A Preferred Stock, 19,318,580.96 shares of Class A Common Stock, the Allianz Warrants to purchase 5,000,000 shares of Class A Common Stock, and the Allianz Tranche Right which permits Allianz, at its option, to purchase up to 50,000 additional shares of Series A Preferred Stock up to an aggregate amount equal to $50 million.

Additionally, the Company’s board of directors established a Transaction Committee for purposes of reviewing and assessing all proposals, plans, or recommendations by the Company’s management with respect to potential or proposed merger, acquisition or investment (including minority investments and investments into any funds); (ii) material asset purchase (including the hiring of groups of key employees of target businesses in lieu of acquiring legal entities or property); (iii) divestiture or disposition of a material asset or a material portion of any business; and (iv) financing of any of the foregoing.

Pursuant to the Allianz Investor Rights Agreement, Allianz has the right to nominate two directors (the “Investor Designees”) until such time as Allianz ceases to own at least 50% of the initial shares of Class A Common Stock. For so long as Allianz is permitted to designate the Investor Designees, one Investor Designee will serve as a member of the Transaction Committee and each Investor Designee will serve as a member of at least one other Board committee.

Based on Allianz’s rights under the Investor Rights Agreement, including to hold Board seats, the Company has concluded that Allianz represents a related party. As of both September 30, 2025 and December 31, 2024, the

Allianz Warrants of $6.6 million are recorded as a component of equity in the line item Additional paid-in capital on the Company’s Condensed Consolidated Statement of Financial Position.

On May 13, 2025, Allianz exercised the Allianz Tranche Right to purchase an additional 18,471 shares of Series A Preferred Stock at $1,000 per share. As of September 30, 2025 and December 31, 2024, the Allianz Tranche Right of $1.7 million and $3.9 million, respectively, is recorded in the line item Preferred stock tranche liability on the Company’s Condensed Consolidated Statement of Financial Position. For the three and nine months ended September 30, 2025, the change in fair value of the Allianz Tranche Right is $0.5 million and $2.3 million, respectively, and is recorded in the line item Gain (loss) on preferred stock tranche liability in the Condensed Consolidated Statement of Operations.

On June 30, 2025, the Company’s board of directors declared dividends payable in kind to Allianz that were comprised of 50% shares of Series A Preferred Stock and 50% in shares of Class A Common Stock. The Series A Preferred Stock of 166,924, inclusive of dividends paid in kind, is classified outside of permanent equity as mezzanine equity in the accompanying Condensed Consolidated Statement of Financial Position and is presented net of issuance costs and inclusive of accrued dividends. An additional 1,523,289 shares of Class A Common Stock were issued to Allianz as part of the 50% dividends paid in kind. Refer to Note 1 (Description of the Business), Note 8 (Fair Value Disclosures), and Note 15 (Debt, net of unamortized deferred financing cost) for additional details around instruments related to the Allianz Transaction.

As of December 31, 2024, the Company entered into an equity method investment of $20.3 million with Allianz, which was recorded in the line item Equity method investments on the Company’s Condensed Consolidated Statement of Financial Position. The equity method investment was sold at cost along with an immaterial gain as of the first quarter ended March 31, 2025.

Constellation Transaction

During the first quarter ended March 31, 2024, the Company entered into an agreement with Constellation for the sale and issuance of 150,000 shares of Series C Preferred Stock that occurred in two transactions, the first of which closed on March 27, 2024, for the sale of 115,000 shares and the second of which closed on May 15, 2024, for the sale of 35,000 shares. The Series C Preferred Stock will receive cumulative, compounding dividends at a rate of 9.75% per year on the aggregate purchase price of $150 million, subject to annual adjustments based on the stock price of the Class A Common Stock during the fourth quarter of each applicable year (subject to a maximum rate of 9.75%) on the sum of (i) $1,000 per share plus, (ii) once compounded, any compounded dividends thereon ($1,000 per share plus accumulated compounded dividends and accrued but unpaid dividends through any date of determination).

Dividends will be paid (at the option of the Company) as payment in kind increases in the stated value of the issued shares of Series C Preferred Stock or in cash. The Series C Preferred Stock will also participate with any dividends or distributions declared on the Class A Common Stock. As of September 30, 2025, the 150,000 outstanding shares of Series C Preferred Stock represent 7.5% of the total voting power of all shares.

Additionally, the Company issued the Constellation Warrants to purchase 2,000,000 shares of the Company’s Class A Common Stock at an exercise price of $7.40 per share. On March 27, 2024 and May 15, 2024, the Company completed the initial and additional issuances of Constellation Warrants to purchase 1,533,333 shares and 466,667 shares, respectively, of the Company’s Class A Common Stock. No Constellation Warrants were exercised during the nine months ended September 30, 2025. As of both September 30, 2025 and December 31, 2024, the Constellation Warrants of $3.0 million, are recorded as a component of equity in the line item Additional paid-in capital on the Company’s Condensed Consolidated Statement of Financial Position.