Acquisitions

6 Months Ended

Jun. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions

Acquisitions

On March 1, 2026, the Company completed the acquisition of 56% of the equity of Keystone (the "Acquisition"), an investment manager specializing in asset-centric private credit. The Acquisition expands the Company's offerings into private markets with the addition of a differentiated asset-backed lending capability. The total purchase price of the Acquisition was $308.2 million, comprising $198.8 million paid in cash and $109.4 million in contingent consideration recorded at fair value. The initial contingent consideration consists of $88.1 million in deferred cash consideration at fair value, which represents payments of $65.0 million and $30.0 million to be paid on the first and second anniversary of the acquisition, and a fair value estimate of $21.3 million in contingent consideration related to potential earn-out payments of a maximum of $75.0 million that are based on pre-established performance metrics related to revenue retention and revenue growth rates.

The Company accounted for the Acquisition in accordance with ASC 805, Business Combinations. Accordingly, the purchase price was allocated to the assets acquired, liabilities assumed and noncontrolling interests based upon their estimated fair values at the date of the Acquisition, as well as goodwill and definite-lived intangible assets of $243.7 million and $307.0 million, respectively. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations and could differ materially from the preliminary purchase price allocation and may include changes to various balances, including fixed assets, intangible assets and goodwill. The finalization of the purchase price allocation will not extend beyond the one-year measurement period provided under ASC 805.

The following table summarizes the initial estimate of amounts of identified acquired assets, liabilities assumed and noncontrolling interests as of the acquisition date:

($ in thousands)	March 1, 2026
Assets:
Cash and cash equivalents	$	2,659
Accounts receivable	4,585
Intangible assets	307,000
Goodwill	243,693
Operating lease right-of-use assets	2,063
Other assets	602
Total Assets	560,602
Liabilities
Accrued compensation and benefits	8,084
Accounts payable and accrued liabilities	118
Investment manager noncontrolling interests liability	137,584
Operating lease liabilities	2,063
Total liabilities	147,849
Redeemable noncontrolling interests	104,564
Total Liabilities & Noncontrolling Interests	252,413
Total Net Assets Acquired	$	308,189

Identifiable Intangible Assets Acquired

In connection with the allocation of the purchase price, we identified the following intangible assets:

	March 1, 2026
($ in thousands)	Approximate Fair Value (in thousands)		Weighted Average Useful Life (in years)
Definite-lived intangible assets:
Investment management agreements	$	292,000	10.8 years
Trade name	15,000		10.0 years
Total identifiable intangible assets	$	307,000

The fair value of investment management agreements was estimated using a multi-period excess earnings method and the fair value of the trade name was estimated using a royalty savings method.

Redeemable Noncontrolling Interests and Investment Manager Noncontrolling Interests Liability

Represents the noncontrolling interests of Keystone equity units subject to holder put rights and Company call rights and conditional and unconditional redemption provisions depending on unit class. Noncontrolling interests with conditional redemption provisions are classified as redeemable noncontrolling interests and noncontrolling interests with unconditional redemption provisions are classified as a liability. The fair value of these noncontrolling interests were estimated by applying the income and market approach valuation methodologies. Significant assumptions and inputs include discount rate (10%-11%) and future revenue and earnings assumptions. See Note 14 for further discussion.

Acquired Business

Revenues and earnings of Keystone subsequent to the closing date of the Acquisition of March 1, 2026 for the three and four months ended June 30, 2026 were as follows:

(in thousands)	Three Months Ended June 30, 2026		Four Months Ended June 30, 2026
Total revenues	$	13,812	$	19,098
Net Income (Loss) (1)	$	(2,277)	$	(2,517)

(1)     Includes $7.3 million and $9.8 million of amortization expense in the three and four month periods, respectively, related to the identifiable intangible assets acquired.

The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the Acquisition occurred on January 1, 2025. The unaudited pro forma information also reflects adjustment for transaction and integration expenses as if the transaction had been consummated on January 1, 2025. This unaudited pro-forma information should not be relied upon as being indicative of historical results that would have been obtained if the Acquisition had occurred on that date, nor of the results that may be obtained in the future.

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2026		2025		2026		2025
Total revenues	$	201,362	$	225,838	$	411,358	$	457,737
Net Income (Loss) Attributable to Common Stockholders	$	46,325	$	38,306	$	56,302	$	54,290

For the three and six months ended June 30, 2026, the Company incurred $0.3 million and $5.9 million, respectively, in transaction and integration costs associated with the Acquisition, which are included in other operating expenses on the Company's Condensed Consolidated Statements of Operations.