GCM Grosvenor Inc 10-Q for FY2026 Q1
GCM Grosvenor Inc. (GCMG)
10-Q
2026-05-07
For: 2026-03-31
View Original
Added on
May 07, 2026
About this 10-Q
GCM Grosvenor Inc filed this 10-Q on May 7, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $124.78M
- down 0.8% from $125.85M a year earlier
- Net income
- $5.47M
- up 1080.8% from net income of $463K a year earlier
- Diluted EPS
- $0.06
- compared with -$0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-Q
__________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-39716
__________________________________
(Exact Name of Registrant as Specified in Its Charter)
__________________________________
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(Registrant's telephone number, including area code)
N/A
(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)
__________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of May 4, 2026, there were 60,383,165 shares of the registrant’s Class A common stock, par value $0.0001 per share, outstanding and 141,665,831 shares of the registrant’s Class C common stock, par value $0.0001 per share, outstanding.
Table of Contents
1
BASIS OF PRESENTATION
As used in this Quarterly Report on Form 10-Q, unless as the context requires otherwise, as used herein, references to “GCM,” the “Company,” “we,” “us,” and “our,” and similar references refer collectively to GCM Grosvenor Inc. and its consolidated subsidiaries.
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to:
•“AUM” are to assets under management;
•“CF Sponsor” are to CF Finance Holdings, LLC, a Delaware limited liability company;
•“clients” are to persons who invest in our funds, even if such persons are not deemed clients of our registered investment adviser subsidiaries for purposes of the Investment Advisers Act of 1940, as amended;
•“Class A common stock” are to our Class A common stock, par value $0.0001 per share;
•“Class B common stock” are to our Class B common stock, par value $0.0001 per share;
•“Class C common stock” are to our Class C common stock, par value $0.0001 per share;
•“FPAUM” are to fee-paying AUM;
•“GCMG” are to GCM Grosvenor Inc., which was incorporated in Delaware as a wholly owned subsidiary of Grosvenor Capital Management Holdings, LLLP, formed for the purpose of completing the Transaction. Pursuant to the Transaction, Grosvenor Capital Management Holdings, LLLP cancelled its shares in GCM Grosvenor Inc. no longer making GCM Grosvenor Inc. a wholly owned subsidiary of Grosvenor Capital Management Holdings, LLLP;
•“GCM Grosvenor” are to GCMH, its subsidiaries, and GCM, L.L.C.;
•“GCM V” are to GCM V, LLC, a Delaware limited liability company;
•“GCMH” are to Grosvenor Capital Management Holdings, LLLP, a Delaware limited liability limited partnership;
•“GCM Funds” and “our funds” are to GCM Grosvenor’s specialized funds and customized separate accounts;
•“GCMH Equityholders” are to Holdings, Management LLC, Holdings II and GCM Progress Subsidiary LLC;
•“Grosvenor common units” are to units of partnership interests in GCMH entitling the holder thereof to the distributions, allocations, and other rights accorded to holders of partnership interests in GCMH;
•“Holdings” are to Grosvenor Holdings, L.L.C., an Illinois limited liability company;
•“Holdings II” are to Grosvenor Holdings II, L.L.C., a Delaware limited liability company;
•“IntermediateCo” are to GCM Grosvenor Holdings, LLC (formerly known as CF Finance Intermediate Acquisition, LLC), a Delaware limited liability company;
•“Management LLC” are to GCM Grosvenor Management, LLC, a Delaware limited liability company;
•“NAV” are to net asset value;
•“Sunset Date” are to the date the GCMH Equityholders beneficially own a number of voting shares representing less than 20% of the number of shares of Class A common stock beneficially owned by the GCMH Equityholders immediately following the Closing Date (assuming, for this purpose, that all outstanding Grosvenor common units are and were exchanged at the applicable measurement time by the GCMH Equityholders for shares of Class A common stock in accordance with the Fifth Amended and Restated Limited Liability Limited Partnership Agreement of GCMH and without regard to the lock-up or any other restriction on exchange);
•“Transaction” are to the transactions contemplated by the definitive transaction agreement, dated as of August 2, 2020, by and among CF Finance Acquisition Corp., a Delaware corporation, IntermediateCo, CF Finance Holdings, LLC, a Delaware limited liability company, GCMH, the GCMH Equityholders, GCMH GP, L.L.C., GCM V and us; and
•“TRA Parties” are to the GCMH Equityholders, and their successors and assigns with respect to the Tax Receivable Agreement (“TRA”).
2
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. These statements include but are not limited to, statements regarding our future results of operations or financial condition; business strategy and plans; including anticipated dividends, capital return plans and stock repurchase activity; liquidity and capital resources, including the sufficiency of cash flows, borrowing capacity and proceeds from our ATM equity program; market opportunity and changes in investor perceptions of alternative investments, industry and business trends, including the impact of macroeconomic conditions, U.S. trade tariffs, inflation, interest rates and market volatility on our business, AUM, fundraising and investment realizations; regulatory, legal, tax and accounting developments and their potential impacts; our integration and use of artificial intelligence tools; the expected deployment of contracted, not yet fee-paying AUM; carried interest and performance fee realizations; the fair value of our investments; our ability to expand our product offerings including through joint ventures; our ability to grow our international investor base and retain existing investors; our anticipated tax receivable agreement obligations; and our relationships with our existing clients as part of our growth strategies. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions.
The forward-looking statements in this Quarterly Report on Form 10-Q are only current expectations and predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the historical performance of GCM Grosvenor’s funds may not be indicative of GCM Grosvenor’s future results; risks related to redemptions and termination of engagements; the variable nature of GCM Grosvenor’s revenues; competition in GCM Grosvenor’s industry; effects of government regulation or compliance failures, including in regards to new and changing regulations; market, geopolitical and economic conditions, identification and availability of suitable investment opportunities; risks related to the performance of GCM Grosvenor’s investments; and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the Securities and Exchange Commission. The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q.
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GCM Grosvenor Inc.
Condensed Consolidated Statements of Financial Condition
(In thousands, except share and per share amounts)
| As of | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Management fees receivable | |||||||||||
| Incentive fees receivable | |||||||||||
| Due from related parties | |||||||||||
| Investments | |||||||||||
| Premises and equipment, net | |||||||||||
| Lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Deferred tax assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | |||||||||||
| Liabilities and Equity (Deficit) | |||||||||||
| Accrued compensation and employee related obligations | |||||||||||
| Debt | |||||||||||
Payable to related parties pursuant to the tax receivable agreement | |||||||||||
| Lease liabilities | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 13) | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
Class C common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | ( | ( | |||||||||
| Total GCM Grosvenor Inc. equity | |||||||||||
| Noncontrolling interests in subsidiaries | |||||||||||
| Noncontrolling interests in GCMH | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity (deficit) | $ | $ | |||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
4
GCM Grosvenor Inc.
Condensed Consolidated Statements of Income (Loss)
(Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Management fees | $ | $ | |||||||||||||||||||||
| Incentive fees | |||||||||||||||||||||||
| Other operating income | |||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Employee compensation and benefits | |||||||||||||||||||||||
| General, administrative and other | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Change in fair value of warrant liabilities | ( | ||||||||||||||||||||||
| Net other income (expense) | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests in subsidiaries | |||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests in GCMH | ( | ||||||||||||||||||||||
| Net income attributable to GCM Grosvenor Inc. | $ | $ | |||||||||||||||||||||
| Earnings (loss) per share of Class A common stock: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | ( | ||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
5
GCM Grosvenor Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(In thousands)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Net change in cash flow hedges | ( | ||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income (loss) before noncontrolling interests | ( | ||||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests in subsidiaries | |||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests in GCMH | ( | ||||||||||||||||||||||
| Comprehensive income (loss) attributable to GCM Grosvenor Inc. | $ | $ | ( | ||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
6
GCM Grosvenor Inc.
Condensed Consolidated Statements of Equity (Deficit)
(Unaudited)
(In thousands)
| Class A Common Stock | Class C Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Subsidiaries | Noncontrolling Interests in GCMH | Total Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Capital contributions from noncontrolling interests in subsidiaries | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Capital distributions paid to noncontrolling interests | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A common stock | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Settlement of equity-based compensation in satisfaction of withholding tax requirements | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Partners’ distributions | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Deemed contributions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net change in cash flow hedges | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Translation adjustment | — | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Equity-based compensation, equity-classified awards | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Declared dividends | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Deferred tax and other tax adjustments | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and noncontrolling interests | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class C Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Subsidiaries | Noncontrolling Interests in GCMH | Total Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Capital contributions from noncontrolling interests in subsidiaries | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Capital distributions paid to noncontrolling interests | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock due to exercised warrants | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of equity-based compensation in satisfaction of withholding tax requirements | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Partners’ distributions | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Deemed contributions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net change in cash flow hedges | — | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation, equity-classified awards | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Declared dividends | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Deferred tax and other tax adjustments | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and noncontrolling interests | — | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
7
GCM Grosvenor Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Equity-based compensation, equity-classified awards | |||||||||||
| Deferred income tax expense | |||||||||||
| Other non-cash compensation | |||||||||||
| Partnership interest-based compensation | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Amortization of terminated swap | ( | ( | |||||||||
| Proceeds received (payments made) for terminated interest rate derivatives | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Change in fair value of warrant liabilities | |||||||||||
| Change in payable to related parties pursuant to tax receivable agreement | |||||||||||
| Proceeds received from investments | |||||||||||
| Non-cash investment income | ( | ( | |||||||||
| Non-cash lease expense | |||||||||||
| Other | ( | ||||||||||
| Change in assets and liabilities: | |||||||||||
| Management fees receivable | ( | ||||||||||
| Incentive fees receivable | |||||||||||
| Due from related parties | |||||||||||
| Other assets | ( | ||||||||||
| Accrued compensation and employee related obligations | ( | ( | |||||||||
| Lease liabilities, net | ( | ( | |||||||||
| Accrued expenses and other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of premises and equipment | ( | ( | |||||||||
| Contributions/subscriptions to investments | ( | ( | |||||||||
| Distributions from investments | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Capital contributions received from noncontrolling interests | |||||||||||
| Capital distributions paid to partners and member | ( | ( | |||||||||
| Capital distributions paid to noncontrolling interests | ( | ( | |||||||||
| Principal payments on Senior Loan | ( | ( | |||||||||
| Payments to repurchase Class A common stock | ( | ||||||||||
| Proceeds from exercise of warrants | |||||||||||
| Settlement of equity-based compensation in satisfaction of withholding tax requirements | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | ( | $ | ||||||||
| Cash and cash equivalents | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information | |||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||
| Cash paid during the period for income taxes, net | $ | $ | |||||||||
| Supplemental disclosure of cash flow information from operating activities | |||||||||||
| Non-cash right-of-use assets obtained in exchange for new and modified operating leases | $ | $ | |||||||||
| Non-cash adjustment to operating lease right-of-use assets from lease modification | $ | $ | ( | ||||||||
| Supplemental disclosure of cash flow information from investing activities | |||||||||||
| Non-cash premises and equipment additions in accrued expenses and other liabilities | $ | $ | |||||||||
| Supplemental disclosure of non-cash information from financing activities | |||||||||||
| Deemed contributions from GCMH Equityholders | $ | $ | |||||||||
| Establishment of deferred tax assets, net related to non-cash activities | $ | $ | ( | ||||||||
| Non-cash change in payable to related parties pursuant to tax receivable agreement | $ | ( | $ | ||||||||
8
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
1. Organization
GCM Grosvenor Inc. (“GCMG”) and its subsidiaries including Grosvenor Capital Management Holdings, LLLP (the “Partnership” or “GCMH” and collectively, the “Company”), provide comprehensive investment solutions to institutional and individual clients who seek allocations to alternative investments such as absolute return strategies, private equity, real estate, infrastructure and alternative credit. The Company collaborates with its clients to construct investment portfolios across multiple investment strategies in the private and public markets, often customized to meet their specific objectives. The Company also offers specialized funds which span the alternatives investing universe and are developed to meet broad market demands for strategies and risk-return objectives.
The Company, through its subsidiaries acts as the investment adviser, general partner or managing member to customized funds and specialized funds (collectively, the “GCM Funds”).
GCMG was incorporated on July 27, 2020 under the laws of the State of Delaware for the purpose of consummating the Transaction and merging with CF Finance Acquisition Corp. (“CFAC”), which was incorporated on July 9, 2014 under the laws of the State of Delaware. GCMG owns all of the equity interests of GCM Grosvenor Holdings, LLC (“IntermediateCo”), formerly known as CF Finance Intermediate Acquisition, LLC until November 18, 2020, which is the general partner of GCMH subsequent to the Transaction. GCMG’s ownership (through IntermediateCo) of GCMH as of March 31, 2026 and December 31, 2025 was approximately 29.5 % and 30.0 %, respectively.
GCMH is a holding company operated pursuant to the Fifth Amended and Restated Limited Liability Limited Partnership Agreement (the “Partnership Agreement”) dated November 17, 2020, among the limited partners including Grosvenor Holdings, L.L.C. (“Holdings”), Grosvenor Holdings II, L.L.C. (“Holdings II”) and GCM Grosvenor Management, LLC (“Management LLC”) (collectively, together with GCM Progress Subsidiary LLC, the “GCMH Equityholders”).
2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, all necessary adjustments (which consists of only normal recurring items) have been made to fairly present the Condensed Consolidated Financial Statements for the interim periods presented. Results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”).
Fair Value Measurements
The Company categorizes its fair value measurements according to a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are defined as follows:
•Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
•Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and
•Level 3 – Inputs that are unobservable and require significant management judgment or estimation.
9
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available under the circumstances.
The carrying amounts of cash and cash equivalents and fees receivable approximate fair value due to the immediate or short-term maturity of these financial instruments.
Investments
Investments primarily consist of investments in GCM Funds and other funds the Company does not control, but is deemed to exert significant influence, and are generally accounted for using the equity method of accounting. Under the equity method of accounting, the Company records its share of the underlying income or loss of such entities, which reflects the net asset value of such investments. Management believes the net asset value of the funds is representative of fair value. The resulting gains and losses are included as investment income in the Condensed Consolidated Statements of Income (Loss).
The Company’s equity method investments in the GCM Funds investing in private equity, real estate and infrastructure (“GCM PEREI Funds”), are valued based on the most recent available information, which typically has a delay of up to three months due to the timing of financial information received from the investments held by the GCM PEREI Funds. The Company records its share of capital contributions to and distributions from the GCM PEREI Funds within investments in the Condensed Consolidated Statements of Financial Condition during the three-month lag period. To the extent that management is aware of material events that affect the GCM PEREI Funds during the intervening period, the impact of the events would be disclosed in the notes to the Condensed Consolidated Financial Statements.
Certain subsidiaries which hold the general partner capital interest in the GCM Funds are not wholly owned, and as such, the portion of the Company’s investments owned by limited partners in those subsidiaries are reflected within noncontrolling interests in the Condensed Consolidated Statements of Financial Condition.
The Company holds an investment in an unconsolidated entity, which is accounted for using the equity method of accounting. The investment is recognized at cost, adjusted for the Company’s share of the entity’s net income or loss, less any distributions or dividends received by the Company and any impairment of the investment. The Company records its share of capital contributions to and distributions from its investment within investments in the Condensed Consolidated Statements of Financial Condition during the three-month lag period. The Company records its proportionate share of net income or loss from the investment as investment income on the Condensed Consolidated Statements of Income (Loss) on a one quarter lag. To the extent that management is aware of material events that affect its investment during the intervening period, the impact of the events would be disclosed in the notes to the Condensed Consolidated Financial Statements.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 replaces the previous development stage model with guidance that requires capitalization of internal-use software costs once a project has been
10
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
authorized and funding has been committed, provided completion is considered probable. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-06.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. ASU 2025-09 clarifies certain aspects of the hedge accounting guidance and addresses incremental issues that emerged following ASU 2017-12 and the global reference rate reform initiative, with the objective of more closely aligning hedge accounting with the economics of an entity’s risk management activities. The amendments include updates related to assessing similar risk exposure for cash flow hedge groups, hedging variable interest payments on choose-your-rate debt structures, hedging components of nonfinancial forecasted transactions, the use of certain net written option strategies, and the accounting for foreign-currency-denominated debt in dual hedging relationships. ASU 2025-09 is effective for fiscal years beginning after December 15, 2026, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-09.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability and organization of interim reporting disclosure requirements and introduces a disclosure principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity, with the objective of improving the consistency and clarity of interim financial reporting. The amendments also provide a comprehensive list of disclosures required in interim financial statements prepared in accordance with U.S. GAAP but do not change the fundamental nature of interim reporting or expand existing disclosure requirements. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
3. Revenues
For the three months ended March 31, 2026 and 2025, management fees and incentive fees consisted of the following:
| Three Months Ended March 31, | |||||||||||||||||||||||
| Management fees | 2026 | 2025 | |||||||||||||||||||||
Management fees, net | $ | $ | |||||||||||||||||||||
Fund expense reimbursement revenue | |||||||||||||||||||||||
Total management fees | $ | $ | |||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| Incentive fees | 2026 | 2025 | |||||||||||||||||||||
| Performance fees | $ | $ | |||||||||||||||||||||
| Carried interest | |||||||||||||||||||||||
Total incentive fees | $ | $ | |||||||||||||||||||||
The Company recognized revenues of $0.3 million and $0.9 million during the three months ended March 31, 2026 and 2025, respectively, that was previously received and deferred at the beginning of the respective periods.
11
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
4. Investments
Investments consist of the following:
| As of | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Equity method investments | $ | $ | |||||||||
| Other investments | |||||||||||
| Total investments | $ | $ | |||||||||
As of March 31, 2026 and December 31, 2025, the Company held investments of $282.7 million and $275.3 million, respectively, of which $38.2 million and $40.5 million were owned by noncontrolling interest holders, respectively. Future net income (loss) and cash flow from investments held by noncontrolling interest holders will not be attributable to the Company.
On February 28, 2025, the Company closed a joint venture, Grove Lane Partners LLC (“Grove Lane”), a premier distribution platform to broaden individual investor access to alternative investments. Upon closing, the Company made a total capital commitment of $15.0 million in exchange for a 49 % interest in Grove Lane, which is accounted for using the equity method of accounting. Under the terms of the joint venture agreement, the Company maintains the right, but not the obligation, to purchase the remaining 51 % interest at a future date based on an agreed upon future value. As of March 31, 2026, the Company has funded $6.7 million of its capital commitment.
Other Investments
See Note 5 for fair value disclosures of certain investments held within other investments. The Company also holds $0.1
5. Fair Value Measurements
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis and level of inputs used for such measurements as of March 31, 2026 and December 31, 2025:
Fair Value as of March 31, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Other investments | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Interest rate derivatives | |||||||||||||||||||||||
Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
12
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
Fair Value as of December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
| Other investments | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Interest rate derivatives | |||||||||||||||||||||||
Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
Money Market Funds
Money market funds are valued using quoted market prices and are included in cash and cash equivalents in the Condensed Consolidated Statements of Financial Condition.
Interest Rate Derivatives
Management determines the fair value of its interest rate derivative agreements based on the present value of expected future cash flows based on observable future rates applicable to each swap contract using linear interpolation, inclusive of the risk of non-performance, using a discount rate appropriate for the duration. See Note 12 for additional information regarding interest rate derivatives.
Other Investments
Investments in the subordinated notes of structured alternatives investment solutions are not publicly traded and are classified as Level 3. Management determines the fair value of its other investments using a discounted cash flow analysis (“Cash Flow Analysis”), which includes assumptions regarding the expected deployment and realization timing of the private investment. These positions were classified as Level 3 as of March 31, 2026 and December 31, 2025 because of the use of significant unobservable inputs in the Cash Flow Analysis as follows:
| March 31, 2026 | December 31, 2025 | Impact to Valuation from an Increase in Input(2) | ||||||||||||||||||||||||||||||||||||
Significant Unobservable Inputs(1) | Range | Weighted Average | Range | Weighted Average | ||||||||||||||||||||||||||||||||||
Discount rate(3) | % | % | Decrease | |||||||||||||||||||||||||||||||||||
| Expected remaining term (years) | N/A | N/A | Decrease | |||||||||||||||||||||||||||||||||||
Expected total value to paid in capital – private assets(4) | Increase | |||||||||||||||||||||||||||||||||||||
(1)In determining these inputs, management considers the following factors including, but not limited to: liquidity, estimated yield, capital deployment, diversified multi-strategy appreciation, expected net multiple of investment capital across private assets investments, annual operating expenses, as well as investment guidelines such as concentration limits, position size, and investment periods.
(2)Unless otherwise noted, this column represents the directional change in fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect.
(3)The discount rate was based on the relevant benchmark rate, spread, and yield migrations on related securitized assets.
(4)Inputs were weighted based on actual and estimated commitments to the respective private asset investments included in the range.
The resulting fair values of $19.8 million and $19.5 million were recorded within investments in the Condensed Consolidated Statements of Financial Condition as of March 31, 2026 and December 31, 2025, respectively.
13
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
The following table presents changes in Level 3 assets measured at fair value for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Balance at beginning of period | $ | $ | |||||||||||||||||||||
| Purchases | |||||||||||||||||||||||
| Distributions | ( | ||||||||||||||||||||||
| Change in fair value | ( | ||||||||||||||||||||||
| Balance at end of period | $ | $ | |||||||||||||||||||||
Public Warrants
All outstanding public warrants were exercised or expired unexercised during the year ended December 31, 2025. Prior to exercise, the public warrants were valued using quoted market prices on the Nasdaq Stock Market LLC under the ticker GCMGW.
Private Warrants
All outstanding private warrants were exercised during the year ended December 31, 2025. Prior to exercise, the private warrants were classified as Level 3 as of December 31, 2025 because of the use of significant unobservable inputs in the valuation, however the overall private warrant valuation and change in fair value are not material to the Condensed Consolidated Financial Statements.
The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2025:
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Balance at beginning of period | $ | ||||||||||||||||||||||
| Change in fair value | |||||||||||||||||||||||
| Balance at end of period | $ | ||||||||||||||||||||||
6. Equity
Shares of Common Stock Outstanding
The following table shows a rollforward of the common stock outstanding for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||
| Class A common stock | Class B common stock | Class C common stock | |||||||||||||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||||||||||||||
| Net shares delivered for vested RSUs | |||||||||||||||||||||||||||||||||||
| Repurchase of Class A shares | ( | ||||||||||||||||||||||||||||||||||
| End of period | |||||||||||||||||||||||||||||||||||
14
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Class A common stock | Class B common stock | Class C common stock | |||||||||||||||||||||||||||||||||
| Beginning of period | |||||||||||||||||||||||||||||||||||
| Exercise of warrants | |||||||||||||||||||||||||||||||||||
| Net shares delivered for vested RSUs | |||||||||||||||||||||||||||||||||||
| End of period | |||||||||||||||||||||||||||||||||||
As of March 31, 2026, 1,359,435 RSUs were vested, but not yet delivered, and are therefore not yet included in outstanding Class A common stock. The delivery of vested RSUs will be reduced by the number of shares withheld to satisfy statutory withholding tax obligations as well as RSUs that are settled in cash. See Note 10 for additional information on the Company’s RSUs.
The Company records a reallocation adjustment between GCMG equity and noncontrolling interests in GCMH to reflect the impact of changes in economic ownership percentages during the respective period and adjust previously recorded equity transactions to the economic ownership percentage as of the end of each reporting period.
At-the-Market Equity Program
On November 17, 2025, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Morgan Stanley & Co. LLC (the “Agent”), pursuant to which the Company may issue and sell up to $100.0 million in shares of our Class A common stock through an at-the-market (“ATM”) equity program. On November 18, 2025, the Company filed a prospectus supplement relating to this ATM equity sales program concurrently.
The Company did not issue any shares under the ATM equity program during the three months ended March 31, 2026.
Dividends
Dividends are reflected in the Condensed Consolidated Statements of Equity (Deficit) when declared by the Board of Directors. The table below summarizes dividends declared to date during 2026:
| Declaration Date | Record Date | Payment Date | Dividend per Class A Common Share | |||||||||||||||||
| February 9, 2026 | March 2, 2026 | March 16, 2026 | $ | |||||||||||||||||
| May 5, 2026 | June 5, 2026 | June 15, 2026 | $ | |||||||||||||||||
Dividend equivalent payments of $4.5 million were accrued for holders of undelivered RSUs as of March 31, 2026. Distributions to partners represent distributions made to GCMH Equityholders.
Stock Repurchase Plan
On August 6, 2021, GCMG’s Board of Directors authorized a stock repurchase plan which may be used to repurchase shares of the Company’s outstanding Class A common stock and then outstanding warrants to purchase shares of Class A common stock. 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. The Company is not obligated under the terms of the plan to repurchase any of its Class A common stock, the program has no expiration date and the Company 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 original stock repurchase authorization amount for shares and, until November 17, 2025, warrants. As of December 31, 2025, the total authorization was $220 million, excluding fees and expenses. On February 9, 2026,
15
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
GCMG’s Board of Directors increased the firm's existing repurchase authorization by $35 million, from $220 million to $255 million.
During the three months ended March 31, 2026, the Company was deemed to have repurchased 97,246 shares which reflects both RSUs that were settled in cash and shares retired in connection with the net share settlement of equity-based awards, for $1.1 million, or an average of $11.70 per share. See Note 10 for additional information regarding RSUs.
During the three months ended March 31, 2026, the Company repurchased 1,526,271 shares of Class A common stock for $17.5 million, or an average of $11.45 per share. As of March 31, 2026, the Company had $72.1 million remaining under the stock repurchase plan.
7. Warrants
The public and private warrants met the definition of a derivative under ASC 815 and the Company recorded these warrants as liabilities in the Condensed Consolidated Statements of Financial Condition at fair value, with subsequent changes in their respective fair values recorded in the change in fair value of warrant liabilities within the Condensed Consolidated Statements of Income (Loss) at each reporting date.
Each public warrant entitled the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The warrants expired 5 years after the consummation of the Transaction, or earlier upon redemption or liquidation. The public warrant holders did not have the rights or privileges of holders of Class A common stock and any voting rights until they had exercised their warrants and received shares of Class A common stock. The warrants expired on November 17, 2025.
During the three months ended March 31, 2025, 240,190 public warrants were exercised resulting in $2.8 million of proceeds. During the year ended December 31, 2025, 10,410,334 public warrants were exercised resulting in $119.7 million of
proceeds.
The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) were not redeemable by the Company so long as they are held by CF Sponsor, Holdings or their permitted transferees. CF Sponsor, Holdings or their permitted transferees, had the option to exercise the private placement warrants on a cashless basis.
8. Variable Interest Entities
The Company consolidates VIEs when it determines that it is the primary beneficiary. Based on this assessment, the Company consolidates a certain VIE in the Condensed Consolidated Statements of Financial Condition. Creditors (or beneficial interest holders) of the VIEs do not have recourse to the Company’s general credit.
The carrying amounts of consolidated VIE’s assets and liabilities, adjusting for intercompany eliminations, were as follows:
16
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
| As of | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Management fees receivable | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
The Company holds variable interests in certain entities that are VIEs which are not consolidated, as it is determined that the Company is not the primary beneficiary. The Company’s involvement with such entities is generally in the form of direct equity interests in, and fee arrangements with, the entities in which it also serves as the general partner or managing member. The Company evaluated its variable interests in the VIEs and determined it is not considered the primary beneficiary of the entities primarily because it does not have interests in the entities that could potentially be significant. No reconsideration events that caused a change in the Company’s consolidation conclusions occurred during either the three months ended March 31, 2026 or the year ended December 31, 2025. As of March 31, 2026 and December 31, 2025, the total unfunded commitments from the special limited partner and general partners to the unconsolidated VIEs were $86.6 million and $88.3 million, respectively. These commitments are the primary source of financing for the unconsolidated VIEs.
The following table sets forth certain information regarding the VIEs in which the Company holds a variable interest but does not consolidate. The assets recognized on the Company’s Condensed Consolidated Statements of Financial Condition relate to the Company’s interests in and management fees, incentive fees and third party costs receivables from these non-consolidated VIEs. The Company’s maximum exposure to loss relating to non-consolidated VIEs as of March 31, 2026 and December 31, 2025 were as follows:
| As of | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Investments | $ | $ | |||||||||
| Receivables | |||||||||||
| Maximum exposure to loss | $ | $ | |||||||||
The above table includes investments in VIEs which are owned by noncontrolling interest holders of approximately $20.8 million and $22.0 million as of March 31, 2026 and December 31, 2025, respectively.
17
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
9. Employee Compensation and Benefits
For the three months ended March 31, 2026 and 2025, employee compensation and benefits consisted of the following:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Cash-based employee compensation and benefits | $ | $ | |||||||||||||||||||||
| Equity-based compensation | |||||||||||||||||||||||
Partnership interest-based compensation | |||||||||||||||||||||||
Carried interest compensation | |||||||||||||||||||||||
| Cash-based incentive fee related compensation | |||||||||||||||||||||||
Other non-cash compensation | |||||||||||||||||||||||
Total employee compensation and benefits | $ | $ | |||||||||||||||||||||
Partnership Interest in Holdings, Holdings II and Management LLC
Payments and settlements for partnership interest awards to the employees are made by GCMH Equityholders. As a result, the Company records a non-cash profits interest compensation charge and an offsetting deemed contribution to equity (deficit) to reflect the payments or settlements made or owed by the GCMH Equityholders. Since payments or settlements are made by Holdings, Holdings II and Management LLC, the expense that is pushed down to GCMH and the offsetting deemed contribution are each attributed solely to noncontrolling interests in GCMH. Any liability related to the awards is recognized at Holdings, Holdings II or Management LLC as Holdings, Holdings II or Management LLC is the party responsible for satisfying the obligation, and is not shown in the Company’s Condensed Consolidated Financial Statements. The Company has recorded deemed contributions to equity (deficit) from Holdings, Holdings II and Management LLC of $5.4 million and $12.2 million for the three months ended March 31, 2026 and 2025, respectively, for partnership interest-based compensation expense which was or will ultimately be paid or settled by Holdings, Holdings II or Management LLC.
GCMH Equityholders have modified awards to certain individuals upon their voluntary retirement or intention to retire as employees. These awards generally include a stated target amount that, upon payment, terminates the recipient’s rights to future distributions and allows for a lump sum buy-out of the awards, at the discretion of the managing member of Holdings, Holdings II, and Management LLC. The awards are accounted for as partnership interest-based compensation at the fair value of these expected future payments, in the period the employees accepted the offer when there is no continued service required. The Company recognized partnership interest-based compensation expense related to award modifications of $2.5 million and $5.4 million for the three months ended March 31, 2026 and 2025, respectively.
The liability associated with awards that contain a stated target has been retained by Holdings as of March 31, 2026 and December 31, 2025 and is re-measured at each reporting date, with any corresponding changes in liability being reflected as employee compensation and benefits expense of the Company. Certain recipients had unvested stated target payments of $23.1 million and $14.6 million as of March 31, 2026 and 2025, respectively, which will be reflected as employee compensation and benefits expense by the Company over the service period. The Company recognized partnership interest-based compensation expense of $2.9
GCMH Equityholders Awards
In the year ended December 31, 2022, GCMH Equityholders entered into agreements that will transfer equity ownership between certain existing employee members of the GCMH Equityholders (“GCMH Equityholders Awards”). The GCMH Equityholders Awards will entitle recipients to receive Class A common stock upon vesting. The non-cash awards serve to transfer equity ownership from existing GCMH Equityholders to other existing member employees upon vesting. The GCMH Equityholders Awards did not dilute Class A common stockholders and did not impact cash flows of the Company. The GCMH Equityholders Awards are accounted for under ASC 718, Compensation—Stock Compensation. The awards vested in May 2025 and do not entitle the recipients to dividends or distributions made on Class A common stock until delivery. As such, the fair value of the GCMH Equityholders Awards is based on the closing price of Class A common stock on the accounting grant date
18
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
less the present value of dividends expected to be paid during the vesting period. GCMH Equityholders can settle the awards at various dates after vesting by exchanging outstanding GCMH common units or by otherwise acquiring and delivering Class A common stock, and therefore the vesting of such awards will not dilute Class A common stockholders. As such, the expense that is pushed down to GCMH and the offsetting deemed contribution are each attributed solely to noncontrolling interests in GCMH, consistent with the accounting for payments to employees described above. The GCMH Equityholders Awards of 7,169,415 units had an aggregate grant date fair value of $53.4 million, or an average grant date fair value of $7.45 per unit. During the three months ended March 31, 2025, a modification of a GCMH Equityholder Award was made that changed settlement of 200,000 shares to be from the Company’s 2020 Incentive Award Plan. This modification did not impact partnership interest-based compensation expense recognized. The Company recognized partnership interest-based compensation expense related to the GCMH Equityholders Awards of $3.9 million for the three months ended March 31, 2025. The Company did not recognize any partnership interest-based compensation expense related to the GCMH Equityholders Awards for the three months ended March 31, 2026 as all compensation expense related to the GCMH Equityholders Awards was previously recognized.
Other non-cash compensation
Other non-cash compensation consists of employee compensation and benefits expense related to deferred compensation programs and other awards that represent investments made in GCM Funds on behalf of the employees.
10. Equity-Based Compensation
During the three months ended March 31, 2026, the Company granted 3.0 million equity-classified RSUs and 1.1 million liability-classified RSUs with aggregate grant date fair values of $34.9 million and $12.8 million, respectively, to certain employees.
The liability-classified RSUs are either classified as liabilities because they are required to be settled in cash or because the Company has the right to and intends to (as of the grant date or March 31, 2026, as applicable) settle the RSUs partially or wholly in cash. During the three months ended March 31, 2026, the Company reclassified 1.9 million RSUs from liability-classified to equity-classified based on management’s intent to settle the awards in shares of Class A common stock. The majority of liability-classified awards outstanding as of December 31, 2025 were granted in November 2025, vested on March 1, 2026 and were delivered on April 15, 2026. Of the 1.1 million liability-classified RSUs granted during the three months ended March 31, 2026, 0.9 million vested and were delivered on April 15, 2026.
Other than RSUs granted during the three months ended March 31, 2026 and vested and delivered on April 15, 2026, outstanding awards generally vest either (a) over a to three year period, or (b) over a to seven year period. Upon delivery, the Company may withhold the number of shares to satisfy the statutory withholding tax obligation and deliver the net number of resulting shares vested.
A summary of non-vested equity-classified RSU activity for the three months ended March 31, 2026 is as follows:
| Number of RSUs | Weighted-Average Grant-Date Fair Value Per RSU | ||||||||||
Balance as of December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Reclassified from liability-classified RSUs | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Balance as of March 31, 2026 | $ | ||||||||||
19
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
A summary of non-vested liability-classified RSU activity for the three months ended March 31, 2026 is as follows:
| Number of RSUs | Weighted-Average Grant-Date Fair Value Per RSU | ||||||||||
Balance as of December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Reclassified to equity-classified RSUs | ( | ||||||||||
| Vested | ( | ||||||||||
Balance as of March 31, 2026 | $ | ||||||||||
The total grant-date fair value of RSUs that vested during three months ended March 31, 2026 and 2025 was $19.4 million and $17.2 million, respectively. For the three months ended March 31, 2026 and 2025, $23.0 million and $20.3 million, respectively, of compensation expense related to RSUs was recorded within employee compensation and benefits in the Condensed Consolidated Statements of Income (Loss). As of March 31, 2026, total unrecognized compensation expense related to unvested RSUs was $82.3 million and is expected to be recognized over the remaining weighted average period of 3.7 years.
The tax benefit related to RSUs that vested and were delivered during the three months ended March 31, 2026 was $0.3 million.
11. Debt
The table below summarizes the outstanding debt balance as of March 31, 2026 and December 31, 2025:
| As of | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Senior loan | $ | $ | |||||||||
| Less: debt issuance costs | ( | ( | |||||||||
| Total debt | $ | $ | |||||||||
Maturities of debt for the next five years and thereafter as of March 31, 2026 are as follows:
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Total | $ | |||||||
Senior Loan
On January 2, 2014, the Company entered into a senior secured term loan facility (as amended, amended and restated, supplemented or otherwise modified, the “Senior Loan”), which was subsequently amended through several debt modifications.
In 2021, the Company amended its Senior Loan to extend the maturity date to February 24, 2028 and increased the aggregate principal amount thereunder to $400.0 million (“2028 Term Loans”).
On June 29, 2023, the Company entered into Amendment No. 7 to the Credit Agreement 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 margin and floor defaulted to the Term SOFR plus a Benchmark
20
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
Replacement Adjustment of 0.11 % as recommended by the Relevant Governmental Body (all terms as defined in the Amended Credit Agreement).
On May 21, 2024, the Company entered into Amendment No. 8 to the Credit Agreement to, among other things, increase and extend the maturity of the 2028 Term Loans. The amendment increased the aggregate principal amount from $388.0 million to $438.0 million, extended the maturity date from February 24, 2028 to February 25, 2030 (as increased and extended, the “2030 Term Loans”), decreased the interest rate margin to 2.25 % over Term SOFR, and removed the Benchmark Replacement Adjustment of 0.11 %. The 2030 Term Loans continue to be subject to a 0.50 % SOFR floor.
From June 30, 2021 until May 21, 2024 quarterly principal payments of $1.0 million were required to be made toward the 2028 Term Loans (less any reduction for prior or future voluntary or mandatory prepayments of principal). As part of Amendment No. 8 to the Credit Agreement, quarterly principal payments of $1.1 million are required to be made toward the 2030 Term Loans beginning July 1, 2024 (less any reduction for prior or future voluntary or mandatory prepayments of principal).
In addition to the scheduled principal repayments, the Company is required to offer to make prepayments of Consolidated Excess Cash Flow (“Cash Flow Payments”) no later than five days following the date the quarterly financial statements are due if the leverage ratio exceeds certain thresholds in the Amended Credit Agreement No. 8. The Cash Flow Payments were calculated as defined in the Senior Loan agreement based on a percentage of calculated excess cash. During the three months ended March 31, 2026, the Company was not required to offer to make any Cash Flow Payments.
During the three months ended March 31, 2026, the Company completed a voluntary prepayment of $65.0 million on our outstanding 2030 Term Loans. As a result of the voluntary prepayment, the Company expensed $0.4 million for the write off of previously capitalized debt issuance costs which is recorded within other income in the Condensed Consolidated Statements of Income (Loss) for the three months ended March 31, 2026.
As of March 31, 2026 and December 31, 2025, $365.3 million and $431.4 million of 2030 Term Loans were outstanding, respectively, with weighted average interest rates of 5.94 % and 6.58 % for the three months ended March 31, 2026 and 2025, respectively.
Under the credit and guaranty agreement governing the terms of the Senior Loan, the Company must maintain certain leverage and interest coverage ratios. The credit and guaranty agreement also contains other covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur debt and restrict the Company and its subsidiaries ability to merge or consolidate, or sell or convey all or substantially all of the Company’s assets. As of March 31, 2026, the Company was in compliance with all covenants.
GCMH Equityholders and IntermediateCo have executed a pledge agreement (“Pledge Agreement”) and security agreement (“Security Agreement”) with the lenders of the Senior Loan. Under the Pledge Agreement, GCMH Equityholders and IntermediateCo have agreed to secure the obligations under the Senior Loan by pledging its interests in GCMH as collateral against the repayment of the senior secured notes, and GCMH has agreed to secure the obligations under the Senior Loan by granting a security interest in and continuing lien on the collateral described in the Security Agreement. The Pledge Agreement and Security Agreement will remain in effect until such time as all obligations relating to the Senior Loan have been fulfilled.
Revolving Credit Facility
Concurrent with the issuance of the Senior Loan, the Company entered into a $50.0 million revolving credit facility (“Revolving Credit Facility”). The Revolving Credit Facility maturity date was extended from February 24, 2026 to February 24, 2028 as part of Amendment No. 8 to the Credit Agreement, and carries an unused commitment fee of up to 0.50 % per annum. There were no
Other
Certain subsidiaries of the Company agree to jointly and severally guarantee, as primary obligors and not merely as surety guarantees the obligations of their parent entity, GCMH.
21
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
Amortization of deferred debt issuance costs was $0.2
The carrying value of the Senior Loan, excluding the unamortized debt issuance costs presented as a reduction to the principal balance, approximated its fair value as of March 31, 2026 and December 31, 2025. As the Senior Loan was not accounted for at fair value, it was not included in the Company’s fair value hierarchy in Note 5, however had it been included, it would have been classified in Level 2.
12. Interest Rate Derivatives
The Company has entered into various derivative agreements with financial institutions to hedge interest rate risk related to its outstanding debt. The Company had the following interest rate derivatives recorded within accrued expenses and other liabilities as of March 31, 2026 and December 31, 2025 in the Condensed Consolidated Statements of Financial Condition:
| Derivative | Notional Amount | Fair Value as of March 31, 2026 | Fair Value as of December 31, 2025 | Fixed Rate Paid | Floating Rate Received | Effective Date(2) | Maturity Date | |||||||||||||||||||||||||||||||||||||
| Interest rate swap | $ | $ | ( | $ | ( | % | 1 month Term SOFR(1) | November 2022 | February 2028 | |||||||||||||||||||||||||||||||||||
| Interest rate swap | $ | $ | ( | $ | ( | % | 1 month Term SOFR(1) | May 2024 | February 2028 | |||||||||||||||||||||||||||||||||||
| Interest rate swap | $ | $ | ( | $ | ( | % | 1 month Term SOFR(1) | February 2028 | February 2030 | |||||||||||||||||||||||||||||||||||
(1)Floating rate received subject to a 0.50
(2)Represents the date at which the derivative is in effect and the Company is contractually required to begin payment of interest under the terms of the agreement.
A rollforward of the amounts in accumulated other comprehensive income (loss) (“AOCI”) related to interest rate derivatives designated as cash flow hedges is as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Derivative gain at beginning of period | $ | $ | |||||||||||||||||||||
Amount recognized in other comprehensive income (loss)(1) | ( | ||||||||||||||||||||||
| Amount reclassified from accumulated other comprehensive income (loss) to interest expense | ( | ( | |||||||||||||||||||||
| Derivative gain at end of period | |||||||||||||||||||||||
| Less: gain attributable to noncontrolling interests in GCMH | |||||||||||||||||||||||
| Derivative gain at end of period, net | $ | $ | |||||||||||||||||||||
(1)Net tax benefit of $(0.2 ) million and $(0.4 ) million for the three months ended March 31, 2026 and 2025, respectively.
In October 2022, the Company terminated two derivative instruments with effective dates that started in 2021, and maturity dates in 2028. The Company received $40.3 million of cash for the fair market value of the interest rate swaps at termination in October 2022. The amounts previously recorded as hedges in AOCI will remain in AOCI and will be recorded in interest expense within the Condensed Consolidated Statements of Comprehensive Income (Loss) over the original lives of the derivative instruments.
The Company reclassified $1.9
22
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
Effective on November 1, 2022, the Company entered into a swap agreement to hedge interest rate risk related to payments made for the 2028 Term Loans that has a notional amount of $300 million and a fixed rate of 4.37 %. The swap agreement and the 2028 Term Loans had a 0.50 % LIBOR floor through June 30, 2023 and defaulted to Term SOFR plus a Benchmark Replacement Adjustment on July 1, 2023 at the Benchmark Transition Event as discussed in Note 11. The swap was determined to be an effective cash flow hedge at inception based on a comparison of critical terms and remained an effective cash flow hedge at and following the Benchmark Transition Event.
Effective on May 31, 2024, the Company entered into a swap agreement to hedge interest rate risk related to payments made for the increase in aggregate principal amount of the 2030 Term Loans that has a notional amount of $28.5 million and a fixed rate of 4.47 %. The swap agreement and 2030 Term Loans have a 0.50 % Term SOFR floor. The swap was determined to be an effective cash flow hedge at inception based on a comparison of critical terms.
On May 23, 2024, the Company entered into a forward-starting swap agreement to hedge interest rate risk related to payments made during the extended maturity of the 2030 Term Loans that has an effective date of February 2028, a notional amount of $317.0 million, and a fixed rate of 4.17 %. The forward-starting swap agreement and 2030 Term Loans have a 0.50 % Term SOFR floor. The swap was determined to be an effective cash flow hedge at inception based on a comparison of critical terms.
The fair values of the interest rate swaps are based on observable market inputs and represent the net amount required to terminate the positions, taking into consideration market rates and non-performance risk. Refer to Note 5 for additional information.
13. Commitments and Contingencies
Leases
The Company has entered into operating lease agreements for office space. The Company leases office space in various countries around the world and maintains its headquarters in Chicago, Illinois, where it leases primary office space. The leases contain rent escalation clauses based on increases in base rent, real estate taxes and operating expenses. Some leases offer the option to extend for an additional term or terminate early. The Company generally does not include options to renew when determining the lease term as it is not reasonably certain at contract inception that the Company will exercise the option(s). As the implicit rate is not generally readily determinable, the Company uses its incremental borrowing rate to determine the present value of future minimum lease payments. The Company’s leases have remaining lease terms of less than one year to 14 years.
Operating lease costs are recorded within general, administrative and other and sublease income is recorded within other income in the Condensed Consolidated Statements of Income (Loss). The lease cost and sublease income components were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Operating lease cost(1) | $ | $ | |||||||||||||||||||||
Variable lease cost(2) | |||||||||||||||||||||||
| Less: sublease income | |||||||||||||||||||||||
| Total lease cost | $ | $ | |||||||||||||||||||||
(1)Includes $0.1
(2)Includes common area maintenance charges and other variable costs not included in the measurement of ROU assets and lease liabilities.
23
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
The following table summarizes cash flows and other supplemental information related to our operating leases:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Cash paid for amounts included in the measurement of operating lease liabilities(1) | $ | $ | |||||||||
| Non-cash ROU assets obtained in exchange for new and extended operating leases | $ | $ | |||||||||
| Weighted average remaining lease term in years | |||||||||||
| Weighted average discount rate | % | % | |||||||||
(1)Excludes $0.7 million of cash received during the three months ended March 31, 2026 for lease incentives received related to the New York office lease.
As of March 31, 2026, the maturities of operating lease liabilities were as follows:
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total lease payments | $ | |||||||
| Less: tenant improvement allowance | ( | |||||||
| Less: imputed interest | ( | |||||||
| Total operating lease liabilities | $ | |||||||
Commitments
The Company owns a 6.25 % interest in an aircraft and is required to pay a fixed management fee of $0.3 million per year until September 3, 2029.
The Company had $137.5 million and $140.6 million of unfunded investment commitments as of March 31, 2026 and December 31, 2025, respectively, representing general partner capital funding commitments to several of the GCM Funds and other commitments to our equity method investments.
Employee Investment Loan Program
Beginning in the year ended December 31, 2025, eligible employees may apply for loans from a third-party lender, which may, at its discretion, extend loans directly to such employees for purposes of funding capital calls to specified Company-managed investment vehicles. The loans are collateralized by the employees’ related investment interests and return-of-capital distributions from those investments are applied to reduce outstanding loan balances.
In connection with the loan program, the Company entered into a separate arrangement with the third-party lender that includes a buyback provision, which represents a performance guarantee under applicable accounting guidance. Under the buyback provision, the Company may be required, upon an employee’s failure to perform under a loan agreement, to make a payment to the lender and acquire the pledged investment interests. The Company’s obligation is limited to an amount equal to the lesser of the outstanding loan balance or the fair value of the pledged investment interests at the time the guarantee is triggered. As of March 31, 2026, no loans were outstanding subject to the buyback provision. As of March 31, 2026, no defaults or repurchases have occurred under the EIP.
Litigation
In the normal course of business, the Company may enter into contracts that contain a number of representations and warranties, which may provide for general or specific indemnifications. The Company’s exposure under these contracts is not currently known, as any such exposure would be based on future claims, which could be made against the Company. The
24
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
Company’s management is not currently aware of any such pending claims and based on its experience, the Company believes the risk of loss related to these arrangements to be remote.
From time to time, the Company is a defendant in various lawsuits related to its business. The Company’s management does not believe that the outcome of any current litigation will have a material effect on the Company’s Condensed Consolidated Financial Statements.
Off-Balance Sheet Risks
The Company may be exposed to a risk of loss by virtue of certain subsidiaries serving as the general partner of GCM Funds organized as limited partnerships. As general partner of a GCM Fund organized as a limited partnership, the Company’s subsidiaries that serve as the general partner have exposure to risk of loss that is not limited to the amount of its investment in such GCM Fund. The Company cannot predict the amount of loss, if any, which may occur as a result of this exposure; however, historically, the Company has not incurred any significant losses and management believes the likelihood is remote that a material loss will occur.
14. Related Parties
In regard to the following related party disclosures, the Company’s management cannot be sure that such transactions or arrangements would be the same to the Company if the parties involved were unrelated and such differences could be material.
The Company provides certain employees partnership interest awards which are paid or settled by Holdings, Holdings II and Management LLC. Refer to Note 9 for further details.
The Company has a sublease agreement with Holdings. Because the terms of the sublease are identical to the terms of the original and amended leases, there is no impact to net income (loss) in the Condensed Consolidated Statements of Income (Loss) or Condensed Consolidated Statements of Cash Flows.
The Company incurs certain costs, primarily related to accounting, client reporting, investment-decision making and treasury-related expenditures, for which it receives reimbursement from the GCM Funds in connection with its performance obligations to provide investment management services. The Company also incurs certain costs, primarily related to employee benefits and travel, for which it receives reimbursement from Holdings. Due from related parties in the Condensed Consolidated Statements of Financial Condition includes net receivables from GCM Funds of $13.7 million and $14.5 million as of March 31, 2026 and December 31, 2025, respectively, and from Holdings of less than $0.1 No
Our executive officers, senior professionals, and certain current and former employees and their families invest on a discretionary basis in GCM Funds, and such investments are generally not subject to management fees and performance fees.
Certain employees of the Company have an economic interest in an entity that is the owner and landlord of the building in which the principal headquarters of the Company are located. The Company paid $0.4 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively, related to this lease. This expense is recorded within general, administrative and other in the Condensed Consolidated Statements of Income (Loss).
The Company utilizes the services of an insurance broker to procure insurance coverage, including its general commercial package policy, workers’ compensation and professional and management liability coverage for its directors and officers. Certain members of Holdings have an economic interest in, and relatives are employed by, the Company’s insurance broker.
From time to time, certain of the Company’s executive officers utilize a private business aircraft, including an aircraft wholly owned or controlled by members of Holdings. Additionally, the Company arranges for the use of the private business aircraft through a number of charter services, including entities predominantly or wholly owned or controlled by members of Holdings. The Company paid, net of reimbursements, $1.0 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively, to utilize aircraft and charter services wholly owned or controlled by members of Holdings, which is recorded within general, administrative and other in the Condensed Consolidated Statements of Income (Loss).
25
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
15. Income Taxes
The Company’s effective tax rate used for interim periods is based on the tax effect of items recorded discretely in the interim period in which those items occur. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax and allocation of tax benefit to noncontrolling interest; therefore, the effective tax rate can vary from period to period. The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is expected a portion of the deferred tax asset may not be realized.
The Company’s effective tax rate was 15 % and 144 % for the three months ended March 31, 2026 and 2025, respectively. These rates were different than the statutory rate primarily due to the portion of income allocated to the noncontrolling interest holders, including profits interest expense, as well as a valuation allowance recorded against deferred tax assets and discrete tax adjustments recorded in the periods.
26
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
16. Earnings (Loss) Per Share
The following is a reconciliation of basic and diluted earnings (loss) per share for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Numerator for earnings (loss) per share calculation: | |||||||||||||||||||||||
| Net income attributable to GCM Grosvenor Inc., basic | $ | $ | |||||||||||||||||||||
| Exchange of Partnership units | ( | ||||||||||||||||||||||
| Assumed vesting of RSUs | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders, diluted | $ | $ | ( | ||||||||||||||||||||
| Denominator for earnings (loss) per share calculation: | |||||||||||||||||||||||
| Weighted-average shares, basic | |||||||||||||||||||||||
| Exchange of Partnership units | |||||||||||||||||||||||
| Assumed vesting of RSUs - incremental shares under the treasury stock method | |||||||||||||||||||||||
| Weighted-average shares, diluted | |||||||||||||||||||||||
| Basic EPS | |||||||||||||||||||||||
| Net income attributable to common stockholders, basic | $ | $ | |||||||||||||||||||||
| Weighted-average shares, basic | |||||||||||||||||||||||
| Net income per share attributable to common stockholders, basic | $ | $ | |||||||||||||||||||||
| Diluted EPS | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders, diluted | $ | $ | ( | ||||||||||||||||||||
| Weighted-average shares, diluted | |||||||||||||||||||||||
| Net income (loss) per share attributable to common stockholders, diluted | $ | $ | ( | ||||||||||||||||||||
When applying the if-converted method to calculate the potential dilutive impact of the exchangeable common units of the Partnership, the earnings (loss) per share numerator adjustment reflects the net income (loss) attributable to noncontrolling interests in GCMH, as reported, adjusted for the hypothetical incremental provision for income taxes that would have been recorded by the Company if the units had been converted.
Shares of the Company’s Class C common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, a separate presentation of basic and diluted earnings (loss) per share of Class C common stock under the two-class method has not been presented.
The following outstanding potentially dilutive securities were excluded from the calculations of diluted earnings (loss) per share attributable to common stockholders because their impact would have been antidilutive for the periods presented:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Public warrants | |||||||||||||||||||||||
| Private warrants | |||||||||||||||||||||||
Unvested RSUs under the treasury stock method | |||||||||||||||||||||||
27
GCM Grosvenor Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share amounts and where otherwise noted)
17. Segments
For the three months ended March 31, 2026, there have been no changes in the basis of segmentation or in the basis of measurement of assessing segment performance for the Company’s single reportable segment.
The following table presents the Company’s segment operating revenue, significant segment expenses, other income, and segment net income (loss) for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Segment operating revenue | $ | $ | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cash-based employee compensation and benefits | |||||||||||||||||||||||
| Equity-based compensation | |||||||||||||||||||||||
| Partnership interest-based compensation | |||||||||||||||||||||||
| Carried interest compensation | |||||||||||||||||||||||
| Cash-based incentive fee related compensation | |||||||||||||||||||||||
| Other non-cash compensation | |||||||||||||||||||||||
General, administrative and other(1) | |||||||||||||||||||||||
| Investment income | ( | ( | |||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Other income(2) | ( | ( | |||||||||||||||||||||
| Change in fair value of warrants | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Segment net income (loss) | $ | $ | ( | ||||||||||||||||||||
| Reconciliation of profit or loss | |||||||||||||||||||||||
| Adjustments and reconciling items | |||||||||||||||||||||||
| Consolidated net income (loss) | $ | $ | ( | ||||||||||||||||||||
(1)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.
18. Subsequent Events
On May 5, 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 June 5, 2026. The payment date will be June 15, 2026.
28
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.
29
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 number of Common Units held by the GCMH Equityholders. As of May 4, 2026, the GCMH Equityholders held 6,988 shares of Class A common stock.
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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 $91.5 billion and $90.9 billion as of March 31, 2026 and December 31, 2025, 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.
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
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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 March 31, 2026, 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 $50.2 billion as of March 31, 2026.
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 March 31, 2026.
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 we do not manage or advise. We satisfy our 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 we raise 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. We recognize 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 (Loss)
Investment income (loss) 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 Senior Loan and the Revolving Credit Facility 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 was non-cash and consisted of fair value adjustments related to the outstanding public and private warrants issued in connection with the Transaction. The warrant liabilities were 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 impacted our net income (loss). No warrants remained outstanding during the three months ended March 31, 2026.
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 three months ended March 31, 2026 and 2025. This information is derived from our accompanying Condensed Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Management fees | $ | 110,870 | $ | 109,315 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Incentive fees | 11,993 | 15,068 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other operating income | 1,915 | 1,463 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total operating revenues | 124,778 | 125,846 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee compensation and benefits | 75,368 | 82,240 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General, administrative and other | 28,928 | 28,276 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 104,296 | 110,516 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | 20,482 | 15,330 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment income | 3,921 | 764 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (4,863) | (5,663) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income | 1,340 | 846 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | — | (8,776) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net other income (expense) | 398 | (12,829) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 20,880 | 2,501 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 3,136 | 3,591 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 17,744 | (1,090) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests in subsidiaries | 864 | 175 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests in GCMH | 11,413 | (1,728) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to GCM Grosvenor Inc. | $ | 5,467 | $ | 463 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Private markets strategies | $ | 63,547 | $ | 66,858 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Absolute return strategies | 41,658 | 37,775 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fund expense reimbursement revenue | 5,665 | 4,682 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total management fees | 110,870 | 109,315 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Incentive fees | 11,993 | 15,068 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Administrative fees | 1,292 | 1,282 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | 623 | 181 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other operating income | 1,915 | 1,463 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total operating revenues | $ | 124,778 | $ | 125,846 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2026 and March 31, 2025
Management fees increased $1.6 million, or 1%, to $110.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Absolute return strategies fees increased $3.9 million, or 10%, primarily due to higher returns for certain absolute return strategies funds. Fund expense reimbursement revenue increased $1.0 million, or 21%
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to $5.7 million. These increases were partially offset by a net decrease of $3.3 million, or 5%, in private markets strategies fees primarily due to a $6.0 million decrease in private markets strategies specialized funds, as a result of lower catch-up management fees, and a $2.2 million increase in private markets strategies customized separate accounts fees, as a result of capital raising and deployment.
Incentive fees consisted of carried interest and performance fees. Carried interest decreased $4.8 million, or 42%, to $6.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to lower carry realizations during the three months ended March 31, 2026. Performance fees increased $1.7 million to $5.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to higher fees earned from one fund with a March 31, 2026 fiscal yearend. Performance fees for the majority of our absolute return strategy funds are generally determined at the end of the calendar year and are generally minimal in interim periods.
Expenses
Employee Compensation and Benefits
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash-based employee compensation and benefits | $ | 38,350 | $ | 39,047 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | 22,954 | 20,301 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Partnership interest-based compensation | 5,378 | 12,225 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Carried interest compensation | 4,422 | 5,325 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash-based incentive fee related compensation | 4,218 | 5,158 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other non-cash compensation | 46 | 184 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total employee compensation and benefits | $ | 75,368 | $ | 82,240 | |||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2026 and March 31, 2025
Employee compensation and benefits decreased $6.9 million, or 8%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The overall decrease was primarily driven by decreases in partnership interest-based compensation partially offset by an increase in equity-based compensation. Partnership interest-based compensation decreased $6.8 million, or 56%, primarily due to lower expense recorded for the GCMH Equityholders Awards during the three months ended March 31, 2026 and award modifications (as further described in Note 9 in the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of the Quarterly Report on Form 10-Q). These awards do not dilute Class A common stockholders or impact our net cash flows. Equity-based compensation increased $2.7 million, or 13%, primarily due to more equity-classified and liability-classified RSUs grants during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
General, Administrative and Other
Three Months Ended March 31, 2026 and March 31, 2025
General, administrative and other of $28.9 million for the three months ended March 31, 2026 was generally consistent with the three months ended March 31, 2025.
Net Other Income (Expense)
Three Months Ended March 31, 2026 and March 31, 2025
Investment income increased to $3.9 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025, primarily due to the change in value of private and public market investments.
Interest expense decreased to $4.9 million for the three months ended March 31, 2026 compared to $5.7 million for the three months ended March 31, 2025, primarily due to a decrease in debt-related interest expenses caused by the voluntary prepayment of $65.0 million on our outstanding 2030 Term Loans during the three months ended March 31, 2026.
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Other income was $1.3 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025 and consisted primarily of interest income in each period.
There was no change in fair value of warrant liabilities for the three months ended March 31, 2026, as no public or private warrants were outstanding following their exercise and expiration during the three months ended December 31, 2025.
Provision for Income Taxes
Three Months Ended March 31, 2026 and March 31, 2025
Provision for income taxes primarily reflect U.S. federal and state income taxes on our share of taxable income generated by us, as well as local and foreign income taxes of certain of our subsidiaries.
Our effective tax rate was 15% and 144% for the three months ended March 31, 2026 and 2025, respectively. Our overall effective tax rate was lower than the statutory rate primarily due to the portion of income allocated to the noncontrolling interest holders, including profits interest expense, as well as a valuation allowance recorded against deferred tax assets and discrete tax adjustments recorded in the periods.
Net Income (Loss) Attributable to Noncontrolling Interests
Three Months Ended March 31, 2026 and March 31, 2025
Net income attributable to noncontrolling interests in subsidiaries was $0.9 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively. The increase for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, 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 $11.4 million and $(1.7) million for the three months ended March 31, 2026 and 2025, respectively. The change in net income (loss) attributable to noncontrolling interests in GCMH for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily attributable to the underlying performance of GCMH as well as a decrease in partnership-interest based compensation as described above, 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.
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| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||
| (in millions, unaudited) | Private Markets Strategies | Absolute Return Strategies | Total FPAUM | ||||||||||||||||||||||||||||||||
| Fee-paying AUM | |||||||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | 47,180 | $ | 25,319 | $ | 72,499 | |||||||||||||||||||||||||||||
| Contributions | 1,597 | 460 | 2,057 | ||||||||||||||||||||||||||||||||
| Withdrawals | (17) | (246) | (263) | ||||||||||||||||||||||||||||||||
| Distributions | (738) | (10) | (748) | ||||||||||||||||||||||||||||||||
| Change in market value | 34 | 55 | 89 | ||||||||||||||||||||||||||||||||
| Foreign exchange and other | (57) | (41) | (98) | ||||||||||||||||||||||||||||||||
| Balance, end of period | $ | 47,999 | $ | 25,537 | $ | 73,536 | |||||||||||||||||||||||||||||
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.
| As of | |||||||||||
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Contracted, not yet Fee-Paying AUM | $ | 9,850 | $ | 10,405 | |||||||
| AUM | $ | 91,486 | $ | 90,928 | |||||||
Of the $9.8 billion CNYFPAUM as of March 31, 2026, 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 $0.4 billion, $0.6 billion and $1.1 billion of such amount in the remainder of 2026, in 2027, and in 2028 and beyond, respectively. Management fees will be charged on the remaining approximately $7.7 billion of CNYFPAUM as such capital is invested, which will depend on a number of factors, including the availability of eligible investment opportunities.
Three Months Ended March 31, 2026
FPAUM increased $1.0 billion, or 1%, to $73.5 billion during the three months ended March 31, 2026 due to $2.1 billion of contributions offset by $0.3 billion and $0.7 billion of withdrawals and distributions, respectively.
•Private markets strategies FPAUM increased $0.8 billion, or 2%, to $48.0 billion during the three months ended March 31, 2026, primarily due to $1.6 billion of contributions, partially offset by $0.7 billion of distributions.
•Absolute return strategies FPAUM increased $0.2 billion, or 1%, to $25.5 billion during the three months ended March 31, 2026, primarily due to $0.5 billion of contributions, partially offset by $0.2 billion of withdrawals.
CNYFPAUM decreased $0.6 billion, or 5%, to $9.8 billion during the three months ended March 31, 2026 primarily due to CNYFPAUM that became FPAUM during the period.
AUM increased $0.6 billion, or 1%, to $91.5 billion during the three months ended March 31, 2026, primarily driven by a $1.1 billion in new FPAUM related to new capital raised, partially offset by a $0.6 billion decrease in CNYFPAUM.
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
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands, unaudited) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
Private markets strategies(1) | $ | 63,167 | $ | 66,925 | |||||||||||||||||||
Absolute return strategies(1) | 41,658 | 37,775 | |||||||||||||||||||||
| Management fees, net | 104,825 | 104,700 | |||||||||||||||||||||
| Administrative fees and other operating income | 1,915 | 1,463 | |||||||||||||||||||||
| Fee-Related Revenue | 106,740 | 106,163 | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
Cash-based employee compensation and benefits, net(2) | (37,401) | (38,097) | |||||||||||||||||||||
General, administrative and other, net(3) | (22,672) | (21,409) | |||||||||||||||||||||
| Fee-Related Earnings | 46,667 | 46,657 | |||||||||||||||||||||
Fee-Related Earnings Margin(4) | 44 | % | 44 | % | |||||||||||||||||||
| Incentive fees: | |||||||||||||||||||||||
| Performance fees | 5,501 | 3,818 | |||||||||||||||||||||
| Carried interest | 6,492 | 11,250 | |||||||||||||||||||||
| Incentive fee related compensation and NCI: | |||||||||||||||||||||||
| Cash-based incentive fee related compensation | (4,218) | (5,158) | |||||||||||||||||||||
Carried interest compensation, net(5) | (4,403) | (6,019) | |||||||||||||||||||||
| Carried interest attributable to noncontrolling interests | (560) | (452) | |||||||||||||||||||||
Realized investment income, net of amount attributable to noncontrolling interests in subsidiaries(6) | 1,198 | 1,753 | |||||||||||||||||||||
| Interest income | 1,725 | 880 | |||||||||||||||||||||
| Other (income) expense | 29 | (34) | |||||||||||||||||||||
| Depreciation | 920 | 681 | |||||||||||||||||||||
| Adjusted EBITDA | 53,351 | 53,376 | |||||||||||||||||||||
| Depreciation | (920) | (681) | |||||||||||||||||||||
| Interest expense | (4,863) | (5,663) | |||||||||||||||||||||
| Adjusted Pre-Tax Income | 47,568 | 47,032 | |||||||||||||||||||||
Adjusted income taxes(7) | (11,559) | (11,758) | |||||||||||||||||||||
| Adjusted Net Income | $ | 36,009 | $ | 35,274 | |||||||||||||||||||
____________
(1)Excludes fund expense reimbursement revenue, net of $5.4 million and $4.5 million, for the three months ended March 31, 2026 and 2025, respectively, and excludes net revenue of noncontrolling interests of $0.6 million and $0.1 million in a consolidated subsidiary for the three months ended March 31, 2026 and March 31, 2025, respectively.
(2)Excludes severance expense of $0.9 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively.
(3)Excludes amortization of intangibles of $0.3 million for the three months ended March 31, 2025. There were no amortization of intangibles for the three months ended March 31, 2026. Also excludes completed and contemplated corporate transaction related costs of $0.5 million and $1.5 million for the three months ended March 31, 2026 and 2025, respectively, and non-core expenses of $0.4 million for each of the three months ended March 31, 2026 and 2025. Also excludes fund reimbursement expenses of $5.4 million and $4.7 million for the three months ended March 31, 2026 and 2025, respectively.
(4)Fee-related earnings margin represents fee-related earnings as a percentage of our fee-related revenue.
(5)Includes the impact of non-cash carried interest compensation of less than $(0.1) million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively.
(6)Investment income or loss is generally realized when we redeem all or a portion of our investment or when we receive or are due cash, such as a from dividends or distributions.
(7)Represents corporate income taxes at a blended statutory rate of 24.3% and 25.0% applied to Adjusted Pre-Tax Income for the three months ended March 31, 2026 and 2025, respectively. The 24.3% and 25.0% 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% and 4.0%, respectively.
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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 three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands, unaudited) | |||||||||||||||||||||||
| Incentive fees: | |||||||||||||||||||||||
| Performance fees | $ | 5,501 | $ | 3,818 | |||||||||||||||||||
| Carried interest | 6,492 | 11,250 | |||||||||||||||||||||
| Less incentive fees contractually owed to others: | |||||||||||||||||||||||
| Cash carried interest compensation | (4,422) | (5,325) | |||||||||||||||||||||
| Non-cash carried interest compensation | 19 | (694) | |||||||||||||||||||||
| Carried interest attributable to other noncontrolling interest holders | (560) | (452) | |||||||||||||||||||||
Firm share of incentive fees(1) | 7,030 | 8,597 | |||||||||||||||||||||
| Less: Cash-based incentive fee related compensation | (4,218) | (5,158) | |||||||||||||||||||||
| Net Incentive Fees Attributable to GCM Grosvenor | $ | 2,812 | $ | 3,439 | |||||||||||||||||||
(1)Firm share of incentive fees 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 contemplated 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 our 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 our 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 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, 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)
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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 three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands, unaudited) | |||||||||||||||||||||||
| Adjusted Pre-Tax Income & Adjusted Net Income | |||||||||||||||||||||||
| Net income attributable to GCM Grosvenor Inc. | $ | 5,467 | $ | 463 | |||||||||||||||||||
| Plus: | |||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests in GCMH | 11,413 | (1,728) | |||||||||||||||||||||
| Provision for income taxes | 3,136 | 3,591 | |||||||||||||||||||||
| Change in fair value of warrant liabilities | — | 8,776 | |||||||||||||||||||||
| Amortization expense | — | 328 | |||||||||||||||||||||
| Severance | 949 | 1,104 | |||||||||||||||||||||
Transaction expenses(1) | 472 | 1,454 | |||||||||||||||||||||
| Loss on extinguishment of debt | 414 | — | |||||||||||||||||||||
| Changes in TRA liability and other | — | 51 | |||||||||||||||||||||
| Partnership interest-based compensation | 5,378 | 12,225 | |||||||||||||||||||||
| Equity-based compensation | 22,954 | 20,301 | |||||||||||||||||||||
| Other non-cash compensation | 46 | 184 | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Unrealized investment (income) loss, net of noncontrolling interests | (2,680) | 977 | |||||||||||||||||||||
| Non-cash carried interest compensation and other | 19 | (694) | |||||||||||||||||||||
| Adjusted Pre-Tax Income | 47,568 | 47,032 | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
Adjusted income taxes(2) | (11,559) | (11,758) | |||||||||||||||||||||
| Adjusted Net Income | $ | 36,009 | $ | 35,274 | |||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||
| Adjusted Net Income | $ | 36,009 | $ | 35,274 | |||||||||||||||||||
| Plus: | |||||||||||||||||||||||
Adjusted income taxes(2) | 11,559 | 11,758 | |||||||||||||||||||||
| Depreciation expense | 920 | 681 | |||||||||||||||||||||
| Interest expense | 4,863 | 5,663 | |||||||||||||||||||||
| Adjusted EBITDA | $ | 53,351 | $ | 53,376 | |||||||||||||||||||
____________
(1)Represents 2026 and 2025 expenses related to completed and contemplated corporate transactions.
(2)Represents corporate income taxes at a blended statutory rate of 24.3% and 25.0% applied to Adjusted Pre-Tax Income for the three months ended March 31, 2026 and 2025, respectively. The 24.3% and 25.0% 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% and 4.0%, respectively.
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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. 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 three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands, except share and per share amounts; unaudited) | |||||||||||||||||||||||
| Adjusted Net Income Per Share | |||||||||||||||||||||||
| Adjusted Net Income | $ | 36,009 | $ | 35,274 | |||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding - basic | 61,024,459 | 45,630,941 | |||||||||||||||||||||
| Exchange of partnership units | 141,665,831 | 144,235,246 | |||||||||||||||||||||
| Assumed vesting of RSUs - incremental shares under the treasury stock method | 2,073,798 | — | |||||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding - diluted | 204,764,088 | 189,866,187 | |||||||||||||||||||||
| Effect of dilutive warrants, if antidilutive for GAAP | — | 2,461,247 | |||||||||||||||||||||
| Effect of RSUs, if antidilutive for GAAP | — | 2,594,014 | |||||||||||||||||||||
Adjusted shares | 204,764,088 | 194,921,448 | |||||||||||||||||||||
Adjusted Net Income Per Share | $ | 0.18 | $ | 0.18 | |||||||||||||||||||
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, (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 three months ended March 31, 2026 and 2025:
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| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands, unaudited) | |||||||||||||||||||||||
| Fee Related Revenue | |||||||||||||||||||||||
| Total Operating Revenues | $ | 124,778 | $ | 125,846 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Incentive fees | (11,993) | (15,068) | |||||||||||||||||||||
| Fund expense reimbursement revenue, net | (5,400) | (4,528) | |||||||||||||||||||||
Other adjustments(1) | (645) | (87) | |||||||||||||||||||||
| Fee-Related Revenue | $ | 106,740 | $ | 106,163 | |||||||||||||||||||
____________
(1)Represents net revenue of noncontrolling interests in consolidated subsidiary.
The following table shows reconciliations of Adjusted EBITDA to Fee-Related Earnings for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands, unaudited) | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 53,351 | $ | 53,376 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Incentive fees | (11,993) | (15,068) | |||||||||||||||||||||
| Depreciation expense | (920) | (681) | |||||||||||||||||||||
| Other non-operating expense | (1,754) | (846) | |||||||||||||||||||||
Realized investment income, net of amount attributable to noncontrolling interests in subsidiaries(1) | (1,198) | (1,753) | |||||||||||||||||||||
| Plus: | |||||||||||||||||||||||
| Incentive fee-related compensation | 8,621 | 11,177 | |||||||||||||||||||||
| Carried interest attributable to other noncontrolling interest holders, net | 560 | 452 | |||||||||||||||||||||
| Fee-Related Earnings | $ | 46,667 | $ | 46,657 | |||||||||||||||||||
(1)Investment income or loss is generally realized when we redeem all or a portion of our investment or when we receive or are due cash, such as 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 Senior Loan and Revolving Credit Facility. As of March 31, 2026, we had $164.4 million of cash and cash equivalents and available borrowing capacity of $50.0 million under our Revolving Credit Facility. On July 9, 2025, the SEC declared effective our Registration Statement on Form S-3, pursuant to which we may issue a combination of securities described in the prospectus in one or more offerings from time to time.
On November 17, 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. On November 18, 2025, we filed a prospectus supplement relating to the ATM equity sales program. The Company did not issue any shares under the ATM equity program during the three months ended March 31, 2026.
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 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.
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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 March 31, 2026 we are in compliance with these regulatory requirements.
Cash Flow
| Three Months Ended March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (in thousands, unaudited) | |||||||||||||||||
| Net cash provided by operating activities | $ | 51,723 | $ | 33,264 | |||||||||||||
| Net cash used in investing activities | (10,484) | (1,140) | |||||||||||||||
| Net cash used in financing activities | (118,477) | (27,703) | |||||||||||||||
| Effect of exchange rate changes on cash | (486) | 624 | |||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | (77,724) | $ | 5,045 | |||||||||||||
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, changes in payable to related parties pursuant to the tax receivable agreement 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 $51.7 million and $33.3 million for the three months ended March 31, 2026 and 2025, respectively. These operating cash flows were primarily driven by:
•net income (loss) of $17.7 million and $(1.1) million for the three months ended March 31, 2026 and 2025, respectively; $27.3 million and $43.8 million of net non-cash activities for the three months ended March 31, 2026 and 2025, respectively;
•an increase in working capital of $3.9 million during the three months ended March 31, 2026 as compared to a decrease of $12.8 million in working capital during the three months ended March 31, 2025. The increase is primarily due to collections related to incentive fees collected partially offset by payments made for cash-based compensation during the three months ended March 31, 2026; and
•proceeds received from investments of $2.8 million and $3.3 million for the three months ended March 31, 2026 and 2025, respectively.
Net Cash Used in Investing Activities
Net cash used in investing activities was $(10.5) million and $(1.1) million for the three months ended March 31, 2026 and 2025, respectively. These investing cash flows were primarily driven by:
•purchases of premises and equipment of $(3.8) million and $(1.2) million during the three months ended March 31, 2026 and 2025, respectively; and
•contributions/subscriptions to investments of $(9.2) million and $(5.9) million during the three months ended March 31, 2026 and 2025, respectively; partially offset by
•distributions received from investments of $2.6 million and $5.9 million during the three months ended March 31, 2026 and 2025, respectively.
Net Cash Used in Financing Activities
Net cash used in financing activities was $(118.5) million and $(27.7) million for the three months ended March 31, 2026 and 2025, respectively. These financing cash flows were primarily driven by:
•capital distributions paid to partners and member of $(22.7) million and $(19.1) million during the three months ended March 31, 2026 and 2025, respectively;
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•capital distributions paid to noncontrolling interest holders of $(4.0) million and $(5.2) million during the three months ended March 31, 2026 and 2025, respectively;
•principal payments on the Senior Loan of $(66.1) million and $(1.1) million during each of the three months ended March 31, 2026 and 2025, respectively;
•the settlement of equity-based compensation to satisfy withholding tax requirements of $(1.1) million and $(0.3) million during the three months ended March 31, 2026 and 2025, respectively;
•payments to repurchase Class A common stock of $(17.5) million during the three months ended March 31, 2026;
•dividends paid of $(7.5) million and $(5.1) million during the three months ended March 31, 2026 and 2025, respectively; and
•proceeds from the exercise of warrants of $2.8 million during the three months ended March 31, 2025.
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 (“Senior Loan”) and a $50.0 million Revolving Credit Facility. 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, we amended our Senior Loan to increase the aggregate principal amount from $290.0 million to $400.0 million. On June 29, 2023, we entered into Amendment No. 7 to the Credit Agreement 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, we amended the Senior Loan to, among other things, increase and extend the maturity date of the Senior Loan. 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%.
During the three months ended March 31, 2026, we completed a voluntary prepayment of $65.0 million on our outstanding 2030 Term Loans.
As of March 31, 2026, GCMH had borrowings of $365.3 million outstanding under the Senior Loan and no outstanding balance under the Revolving Credit Facility. As of March 31, 2026, we had available borrowing capacity of $50.0 million under our Revolving Credit Facility.
See Note 11 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of our outstanding indebtedness.
The terms of our current debt instruments contain covenants that may restrict us and our subsidiaries from paying distributions to our 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 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 Senior Loan. Absent an event of default under the Credit Agreement governing the terms of the Senior Loan, GCMH may make unlimited distributions when the Total Leverage Ratio (as defined in the Credit Agreement) is below stated thresholds. As of March 31, 2026, the Total Leverage Ratio was below such stated thresholds and we were in compliance with all financial covenants.
See Note 12 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of our interest rate derivatives to hedge interest rate risk related to our outstanding indebtedness.
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
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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 May 5, 2026, GCMG’s Board of Directors approved a quarterly dividend of $0.12 per share of Class A common stock to record holders as of the close of business on June 5, 2026. The payment date will be June 15, 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 shares of our outstanding Class A common stock and then outstanding warrants to purchase Class A common stock. 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 plan to repurchase any of our Class A common stock, the plan has no expiration date and we may suspend or terminate the plan 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 our stock repurchase authorization for shares and, until November 17, 2025, warrants. As of December 31, 2025, the total authorization was $220 million, excluding fees and expenses. On February 9, 2026, GCMG’s Board of Directors increased the firm's existing repurchase authorization by $35 million, from $220 million to $255 million.
For the three months ended March 31, 2026, we spent $1.1 million 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. We also spent $17.5 million for the three months ended March 31, 2026 to repurchase shares of Class A common stock. As of March 31, 2026, $72.1 million remained available under our stock repurchase plan.
In April 2026, the Company was deemed to have repurchased 724,333 shares for RSUs that were settled in cash, including amounts withheld in connection with the payment of tax withholding obligations, for $7.9 million, or an average of $10.88 per share. As of April 30, 2026, the Company had $64.2 million remaining under the 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 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 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 March 31, 2026, the amount payable to related parties pursuant to the tax receivable agreement was $54.6 million.
Contractual Obligations, Commitments and Contingencies
See Note 13 in the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of the lease payments. There are no other material changes outside of the ordinary course of business in our contractual obligations, commitments and contingencies from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Critical Accounting Policies and Estimates
The preparation of our Condensed Consolidated Financial Statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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For a more complete discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our Condensed Consolidated Financial Statements, please refer to Note 2 in the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Our critical accounting policies are more fully described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to our critical accounting policies since our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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 Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, we are exposed to a broad range of risks inherent in the financial markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, counterparty risk and foreign exchange-rate risk. Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of our investment approach, investment strategies, fundraising practices or other business activities that are designed to benefit, either in relative or absolute terms, from periods of economic weakness, tighter credit or financial market dislocations.
Our predominant exposure to market risk is related to our role as general partner or investment manager for our funds and the sensitivity to movements in the fair value of their investments, which may adversely affect our investment income, management fees, and incentive fees, as applicable.
Based on the floating rate component of our Senior Loan and excluding any impact of interest rate hedges as of March 31, 2026, we estimate that a 100 basis point increase in SOFR would result in increased interest expense of $3.7 million over the next 12 months.
There have been no material changes in our market risks during the three months ended March 31, 2026. For additional information, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Limitations on effectiveness of controls and procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of disclosure controls and procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
From time to time, we are a defendant in various lawsuits related to our business. We do not believe that the outcome of any current litigation will have a material effect on our Condensed Consolidated Statements of Financial Condition or Condensed Consolidated Statements of Income (Loss).
In the normal course of business, we may enter into contracts that contain a number of representations and warranties, which may provide for general or specific indemnifications. The Company’s exposure under these contracts is not currently known, as any such exposure would be based on future claims, which could be made against us. We are not currently aware of any such pending claims and based on our experience, we believe the risk of loss related to these arrangements to be remote.
ITEM 1A. RISK FACTORS
There have been no material changes to our risk factors since our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, other than as set forth below.
We are increasingly utilizing artificial intelligence (“AI”) tools, including large language models, and any prolonged disruption in access to those tools, or any material errors generated by those tools, could adversely affect our operations and expose the Company to legal, regulatory, reputational, and financial risks.
We have integrated, and continue to integrate, artificial intelligence tools, including large language models and related generative AI applications, into certain parts of our business operations, including, without limitation, legal, compliance, client services, and administrative functions. While we may utilize artificial intelligence tools to support certain aspects of our investment process, all investment decisions and recommendations are made by human investment professionals, and we do not rely on AI-generated outputs as the sole basis for any investment decision or recommendation. Our increasing incorporation of these technologies exposes us to a number of risks, including our inability to access one or more platforms on which we rely due to service outages, cyberattacks, changes in vendor terms or pricing, regulatory restrictions, or vendor failure. Large language models are also known to produce outputs that are factually inaccurate, incomplete, or otherwise unreliable. If our personnel rely on erroneous AI-generated outputs in the context of client communications, regulatory filings, compliance determinations, or other functions without adequate human review and verification, we could suffer significant harm, including material errors in client-facing or regulatory documents, breaches of legal or contractual obligations, regulatory sanctions, reputational damage, and litigation exposure.
The regulatory landscape governing the use of artificial intelligence in financial services is rapidly evolving and remains unsettled, and we may incur significant compliance costs or be required to modify or discontinue certain AI-assisted workflows if our use of these tools is determined to be inconsistent with applicable regulatory requirements or guidance. Additionally, the use of these tools may implicate risks related to the confidentiality of client data and proprietary firm information if such information is inadvertently incorporated into model training data or otherwise exposed to third parties. Although we have implemented a range of controls, including but not limited to contractual protections with AI vendors and technical safeguards designed to limit data exposure, there can be no assurance that such measures will be sufficient to fully mitigate these risks in all circumstances. We have also adopted internal policies intended to govern the appropriate use of AI tools and to ensure adequate human oversight of AI-generated outputs; however, there can be no assurance that such policies will be sufficient to prevent harmful errors or misuse, including the use of artificial intelligence tools by our personnel in unauthorized ways or through unapproved third-party applications, or that they will keep pace with the rapid development of AI technology and the evolving regulatory environment. Any of the foregoing risks, if they were to materialize, could have a material adverse effect on our business, financial condition, results of operations, and the interests of our stockholders.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (2) | |||||||||||||||||||||||
| January 1-31, 2026 | — | $ | — | 6,679,981 | $ | 55,718,038 | ||||||||||||||||||||
| February 1-28, 2026 | 500,889 | $ | 11.66 | 7,180,870 | $ | 84,877,708 | ||||||||||||||||||||
| March 1-31, 2026 | 1,025,382 | $ | 11.34 | 8,206,252 | $ | 72,108,011 | ||||||||||||||||||||
| Total | 1,526,271 | |||||||||||||||||||||||||
(1)Excludes shares of Class A common stock deemed to have been repurchased in conjunction with the payment of tax liabilities in respect of stock delivered to our employees in settlement of vested RSUs. There were 97,246 deemed repurchases in the three months ended March 31, 2026.
(2)The dollar value of shares that may yet be repurchased includes the deemed repurchases of common stock equivalents discussed in note (1) above.
As of March 31, 2026, $72.1 million remained available under our stock repurchase plan. See Note 6 in the notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information about our stock repurchase plan.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c) Insider Trading Arrangements and Policies.
During the first quarter of 2026, none of the Company’s directors or executive officers adopted terminated
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ITEM 6. EXHIBITS
The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.
| Incorporated by Reference | Filed/ | |||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Furnished Herewith | ||||||||||||||
| 2.1† | 8-K/A | 001-38759 | 2.1 | 08/04/20 | ||||||||||||||||
| 3.1 | 8-K | 001-39716 | 3.1 | 11/20/20 | ||||||||||||||||
| 3.2 | 8-K | 001-39716 | 3.2 | 11/20/20 | ||||||||||||||||
| 10.1 | * | |||||||||||||||||||
| 31.1 | * | |||||||||||||||||||
| 31.2 | * | |||||||||||||||||||
| 32.1 | ** | |||||||||||||||||||
| 32.2 | ** | |||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * | ||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||||||||||||||||
____________
* Filed herewith.
** Furnished herewith.
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GCM GROSVENOR INC. | ||||||||||||||
Date: May 7, 2026 | By: | /s/ Michael J. Sacks | ||||||||||||
| Michael J. Sacks | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
| GCM GROSVENOR INC. | ||||||||||||||
Date: May 7, 2026 | By: | /s/ Pamela L. Bentley | ||||||||||||
| Pamela L. Bentley | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
51
Exhibit 10.1
ACKNOWLEDGMENT AND AGREEMENT
This ACKNOWLEDGMENT AND AGREEMENT, effective as of March 1, 2026, is between Frederick E. Pollock (“Employee”) and GCM Grosvenor L.P., an Illinois limited partnership (formerly known as Grosvenor Capital Management, L.P., “Employer”).
WHEREAS, Employee and Employer are parties to that certain Second Amended and Restated Employment and Protective Covenants Agreement, effective as of May 9, 2023, pursuant to which Employee currently is employed by Employer (as amended, the “Employment Agreement”); and
WHEREAS, pursuant to §5 of the Employment Agreement, Employee shall be entitled to receive Total Cash Compensation for the Bonus Period in respect of Calendar Year 2025 in an amount equal to $6,000,000; and
WHEREAS, Employer has granted Employee, as of March 1, 2026, 60,870 restricted stock units issued in connection with the GCM Grosvenor Inc. (“GCMG”) long-term incentive plan that vest on August 15, 2026 and will settle in shares of Class A common stock of GCMG (or, at the election of GCMG, in cash) (the “2026 RSU Grant”) on or about August 15, 2026 (the “Delivery Date”); and
NOW, THEREFORE, Employee and Employer acknowledge and agree that the 2026 RSU Grant shall reduce the Total Cash Compensation for the Bonus Period in respect of Calendar Year 2025 by an amount equal to $700,005.
All capitalized terms shall have the meaning set forth in the Employment Agreement, unless otherwise indicated.
Except as specifically amended or modified by this Acknowledgement and Agreement, the Employment Agreement shall remain in full force and effect according to its terms.
EMPLOYER
GCM Grosvenor L.P.
By:_/s/ Burke J. Montgomery_________________
EMPLOYEE
/s/ Frederick E. Pollock_______________________
Frederick E. Pollock
Frederick E. Pollock
Exhibit 31.1
CERTIFICATION
I, Michael J. Sacks, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of GCM Grosvenor Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2026 | By: | /s/ Michael J. Sacks | ||||||
| Michael J. Sacks | ||||||||
Chief Executive Officer (principal executive officer) | ||||||||
Exhibit 31.2
CERTIFICATION
I, Pamela L. Bentley, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of GCM Grosvenor Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2026 | By: | /s/ Pamela L. Bentley | ||||||
| Pamela L. Bentley | ||||||||
Chief Financial Officer (principal financial officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of GCM Grosvenor Inc. (the “Company”) for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 7, 2026 | By: | /s/ Michael J. Sacks | ||||||
| Michael J. Sacks | ||||||||
Chief Executive Officer (principal executive officer) | ||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of GCM Grosvenor Inc. (the “Company”) for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 7, 2026 | By: | /s/ Pamela L. Bentley | ||||||
| Pamela L. Bentley | ||||||||
Chief Financial Officer (principal financial officer) | ||||||||