8-K

Horizon Kinetics Holding Corp (HKHC)

8-K 2025-08-12 For: 2025-08-12
View Original
Added on April 04, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

HORIZON KINETICS HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-13458 84-0920811
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
470 Park Ave S.
New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (646) 291-2300
---

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
None N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 12, 2025, Horizon Kinetics Holding Corporation (the “Company”) issued a press release setting forth the Company’s financial information for the three months ended June 30, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description
99.1 Press release dated August 12, 2025
104 Cover page interactive data file (embedded within the inline XBRL document)

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 hereunto duly authorized.

HORIZON KINETICS HOLDING CORPORATION
Date: August 12, 2025 /s/ Jay Kesslen
Jay Kesslen<br>General Counsel

EX-99.1

EXHIBIT 99.1

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HORIZON KINETICS HOLDING CORPORATION REPORTS SECOND QUARTER RESULTS

Highlights for the Quarter ended June 30, 2025:

  • Management and advisory fee revenue of $18.8 million for the quarter ended June 30, 2025, a 66% increase from the second quarter of 2024
  • Net loss attributable to Horizon Kinetics Holding Corporation of $(10.5) million, or $(0.56) per common share for the three months ended June 30, 2025
  • Operating income for the second quarter of 2025 was $2.5 million, an increase of $3.2 million from a $0.6 million loss during the second quarter of 2024
  • Assets under management (“AUM”) of $10.5 billion as of June 30, 2025, an increase of 7% from December 31, 2024 and 43% from June 30, 2024
  • Board of Directors declares a $0.071 per share dividend

New York, NY – August 12, 2025

Horizon Kinetics Holding Corporation (the “Company” or “HKHC”) (OTCID: HKHC) reported financial results for the second quarter of 2025. The Company's management and advisory fee revenue grew during the quarter as compared to 2024 resulting from increases in AUM in its separately managed accounts, ETFs, mutual funds and private funds. The increases in AUM across each of the various products and strategies throughout calendar year 2024 were largely driven by the increases in the market value of Texas Pacific Land Corporation (“TPL”) and Grayscale Bitcoin Trust, which have resulted in higher monthly management fees during 2025. The Company has also experienced net cash inflows into the various products and strategies and has increased its customer accounts during the quarter.

The Company's operating income for the second quarter of $2.5 million was positively impacted by the increased revenues, which were only partially offset by a variety of higher operating expenses, including higher commissions and higher distribution costs. In addition, the second quarter included $0.9 million of various operating expenses and a $0.9 million non-cash goodwill impairment associated with the consumer products asset group with no comparable amounts in the second quarter of 2024. Advisor only Operating income, a non-GAAP measure, was $4.4 million for the second quarter of 2025, an increase of $3.0 million from 2024.

The second quarter included $15.5 million of investment losses, net primarily from unrealized declines in the fair value of certain private placements held within the Company's consolidated investment products. Our clients' interests in these amounts are reflected in the redeemable noncontrolling interests, which was $12.9 million for the three months ended June 30, 2025.

The Company experienced unrealized losses on investments of $15.4 million for the three months ended June 30, 2025, which was primarily the impact of a 20% decline in the fair value of TPL during the quarter. In addition, the Company's equity losses, net were $4.6 million from various equity interest holdings. These unrealized losses were partially offset by the unrealized gains of $3.4 million for the three months ended June 30, 2025 from its digital asset holdings.

On August 8, 2025, the Company's Board of Directors declared a cash dividend of $0.071 per share, payable on September 15, 2025, to shareholders of record as of the close of business on August 21, 2025.

Conference Call

Murray Stahl, Chairman and Chief Executive Officer, and Mark Herndon, Chief Financial Officer, will host a conference call on Tuesday, August 19th, 2025 at 4:15 pm EDT. You may register for the conference call by clicking on the following link:

https://attendee.gotowebinar.com/register/4072864197449531742

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HORIZON KINETICS HOLDING CORPORATION

Consolidated Statements of Operations

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
As Restated As Restated
Revenue:
Management and advisory fees $ 18,798 $ 11,323 $ 37,703 $ 23,315
Other income and fees 963 119 1,857 257
Total revenue 19,761 11,442 39,560 23,572
Operating expenses:
Compensation, related employee benefits, and cost of goods sold 8,384 6,338 17,951 12,684
Sales, distribution and marketing 4,441 2,719 8,897 4,909
Depreciation and amortization 342 459 841 919
General and administrative expenses 2,971 2,090 5,850 4,734
Impairment of goodwill 900 - 900 -
Expenses of consolidated investment products 217 501 1,312 1,065
Total operating expenses 17,255 12,107 35,751 24,311
Operating income (loss) 2,506 (665 ) 3,809 (739 )
Other income (expense):
Equity earnings (losses), net (4,561 ) 1,711 (1,510 ) 2,231
Interest and dividends 454 181 945 370
Other income (expense) (190 ) (46 ) (241 ) (173 )
Investment and other income (losses) of consolidated investment products, net (15,533 ) 27,949 54,734 299,849
Interest and dividend income of consolidated investment products 1,887 4,780 4,792 8,606
Unrealized gain (loss) on digital assets, net 3,428 (1,296 ) 1,649 2,887
Realized gain (loss) on investments, net (2 ) 127 2,197 319
Unrealized gain (loss) on investments net (15,422 ) 8,942 (1,689 ) 13,622
Total other income, net (29,939 ) 42,348 60,877 327,711
Income before provision for income taxes (27,433 ) 41,683 64,686 326,972
Income tax (expense) benefit 4,083 (234 ) (6,201 ) (1,478 )
Net income $ (23,350 ) $ 41,449 $ 58,485 $ 325,494
Less: net income attributable to redeemable noncontrolling interests 12,861 (27,411 ) (46,133 ) (270,615 )
Net (loss) income attributable to Horizon Kinetics Holding Corporation $ (10,489 ) $ 14,038 $ 12,352 $ 54,879
Basic and diluted net (loss) income per common share:
Net income (loss) $ (0.56 ) $ 0.78 $ 0.66 $ 3.05
Weighted average shares outstanding:
Basic and diluted 18,635 17,984 18,635 17,984

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HORIZON KINETICS HOLDING CORPORATION

Consolidated Statements of Financial Condition

(in thousands)

December 31,
2024
Assets
Cash and cash equivalents 38,854 $ 14,446
Fees receivable, net 7,316 8,670
Investments, at fair value 89,963 91,435
Assets of consolidated investment products
Cash and cash equivalents 33,604 44,306
Investments, at fair value 1,749,698 1,746,850
Other assets 26,871 19,247
Other investments 23,775 13,443
Operating lease right-of-use assets 4,122 5,105
Property and equipment, net 112 99
Prepaid expenses and other assets 2,533 2,352
Due from affiliates 11 27
Digital assets 14,919 13,240
Intangible assets, net 43,715 44,531
Goodwill 23,525 24,425
Total assets 2,059,018 $ 2,028,176
Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other 14,902 $ 22,011
Accrued third party distribution expenses 607 6,522
Deferred revenue 263 222
Liabilities of consolidated investment products
Accounts payable and accrued expenses 3,828 1,486
Other liabilities 6,600 2,793
Deferred tax liability, net 96,083 95,683
Due to affiliates 7,806 11,597
Operating lease liability 6,112 7,379
Total liabilities 136,201 147,693
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests 1,573,332 1,540,312
Shareholders' equity
Preferred stock, no par value, authorized 20,000 shares; no shares issued and outstanding - -
Common stock; 0.10 par value, authorized 50,000 shares; issued and outstanding 18,635 shares, net of treasury stock; 1 share at June 30, 2025 and December 31, 2024, respectively 1,864 1,864
Additional paid-in capital 39,243 39,243
Retained earnings 308,378 299,064
Total shareholders’ equity 349,485 340,171
Total liabilities, noncontrolling interests, and shareholders’ equity 2,059,018 $ 2,028,176

All values are in US Dollars.

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Additional Information about our performance

The Company consolidates certain private funds in order for the consolidated financial statements to conform with generally accepted accounting principles. As a result, the assets and liabilities of the applicable consolidated funds are presented on the Company’s consolidated statements of financial condition. Additionally, an amount that represents the Company’s clients’ interests in these consolidated private funds will be presented as redeemable noncontrolling interests on the Company’s consolidated statements of financial condition. The investment income (losses), other income (losses) and the expenses of the consolidated investment products will be presented within the Company’s consolidated statements of operations. Additionally, an amount that represents the net income attributable to redeemable noncontrolling interests as well as the net income (loss) attributable to Horizon Kinetics Holding Corporation will be presented on the Company’s consolidated statement of operations.

Consolidated Investment Products (“CIPs”) consist of certain private investment funds which are sponsored by the Company. The Company has no right to the CIPs’ assets, other than its direct equity investments in them and investment management and other fees earned from them. The liabilities of the CIPs have no recourse to the Company’s assets beyond the level of its direct investment, therefore the Company bears no other risks associated with the CIPs’ liabilities.

As indicated in the additional information presented in the tables below there are several notable presentational differences as a result of the consolidation of the CIPs:

  • Management and advisory fees from CIPs, including incentive fees, are eliminated from consolidated revenues. Accordingly, our presentation without the CIPs reflects an increased revenue growth to $20.5 million, a 59% increase from the second quarter of 2024.

  • The presentation of Operating income without the CIPs includes the revenues to the advisor and excludes the line item expenses of consolidated investment products. Management views this operating measure as a useful tool because it is prior to the impact of various fair value measurements of investments and digital assets, which can be volatile from quarter to quarter.

  • The equity in earnings of private funds which results primarily from CIPs are eliminated from the consolidated presentation as that activity is included within the investment results of the CIPs. Accordingly, our presentation without the CIPs reflects an increased level of equity earnings that presents an increase in the value of our holdings within the CIPs.

  • Stockholders’ equity and net income attributable to Horizon Kinetics Holding Corporation are not impacted by the consolidation process.

  • The Statement of Financial Condition without the consolidation of private funds presents lower total assets as a result of excluding the total assets held by the CIPs as well as the associated redeemable noncontrolling interests, which represents our clients’ interests in these funds. A portion of the total assets held by private funds continues to relate to $254.5 million of economic interests held by Horizon Kinetics Holding Corporation, which is reflected in Other Investments in the presentation below.

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HORIZON KINETICS HOLDING CORPORATION

Statements of Operations (Unaudited)

(in thousands)

(Advisor only: without consolidation of private funds)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenue:
Management and advisory fees $ 20,534 $ 12,886 $ 41,679 $ 26,801
Other income and fees 963 119 1,857 264
Total revenue 21,497 13,005 43,536 27,065
Operating expenses:
Compensation, related employee benefits, and cost of goods sold 8,384 6,338 17,951 12,684
Sales, distribution and marketing 4,441 2,719 8,897 4,909
Depreciation and amortization 342 460 841 919
General and administrative expenses 2,980 2,030 5,894 4,690
Impairment of goodwill 900 - 900 -
Expenses of consolidated investment products - - - -
Total operating expenses 17,047 11,547 34,483 23,202
Operating income 4,450 1,458 9,053 3,863
Other income (expense):
Equity in earnings of proprietary funds, net (7,290 ) 4,906 6,639 35,476
Interest and dividends 454 181 945 370
Other income (expense) (190 ) - (241 ) -
Investment and other income (losses) of consolidated investment products, net - - - -
Interest and dividend income of consolidated investment products - - - -
Unrealized (loss) gain on digital assets, net 3,428 (1,343 ) 1,649 2,707
Realized gain on investments, net (2 ) 127 2,197 319
Unrealized gain (loss) on investments net (15,422 ) 8,943 (1,689 ) 13,622
Total other income (expense), net (19,022 ) 12,814 9,500 52,494
Income before provision for income taxes (14,572 ) 14,272 18,553 56,357
Income tax (expense) benefit 4,083 (234 ) (6,201 ) (1,478 )
Net income $ (10,489 ) $ 14,038 $ 12,352 $ 54,879
Less: net income attributable to redeemable noncontrolling interests - - - -
Net income Attributable to Horizon Kinetics Holding Corporation $ (10,489 ) $ 14,038 $ 12,352 $ 54,879
Basic and diluted net income per common share:
Net income $ (0.56 ) $ 0.78 $ 0.66 $ 3.05
Weighted average shares outstanding:
Basic and diluted 18,635 17,984 18,635 17,984

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Six Months Ended June 30, 2025
Consolidated Company Entities Consolidated Investment Products Eliminations Consolidated
Revenue:
Management and advisory fees $ 41,679 $ - $ (3,976 ) $ 37,703
Other income and fees 1,857 - 1,857
Total revenue 43,536 - (3,976 ) 39,560
Operating expenses:
Compensation, related employee benefits, and cost of goods sold 17,951 - - 17,951
Sales, distribution and marketing 8,897 - - 8,897
Depreciation and amortization 841 - - 841
General and administrative expenses 5,894 - (44 ) 5,850
Impairment of goodwill 900 - - 900
Expenses of consolidated investment products - 1,268 44 1,312
Total operating expenses 34,483 1,268 - 35,751
Operating income 9,053 (1,268 ) (3,976 ) 3,809
Other income (expense):
Equity in earnings of proprietary funds, net 6,639 - (8,149 ) (1,510 )
Interest and dividends 945 - - 945
Other income (expense) (241 ) - - (241 )
Investment and other income (losses) of consolidated investment products, net - 54,734 - 54,734
Interest and dividend income of consolidated investment products - 4,792 - 4,792
Management fees of consolidated investment products - 3,758 (3,758 ) -
Unrealized (loss) gain on digital assets, net 1,649 - - 1,649
Realized gain on investments, net 2,197 - - 2,197
Unrealized gain (loss) on investments net (1,689 ) - - (1,689 )
Total other income (expense), net 9,500 63,284 (11,907 ) 60,877
Income (loss) before provision for income taxes 18,553 62,016 (15,883 ) 64,686
Income tax (expense) benefit (6,201 ) - - (6,201 )
Net income (loss) $ 12,352 $ 62,016 $ (15,883 ) $ 58,485
Less: net income attributable to redeemable noncontrolling interests - (47,514 ) 1,381 (46,133 )
Net income (loss) attributable to Horizon Kinetics Holding Corporation $ 12,352 $ 14,502 $ (14,502 ) $ 12,352

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HORIZON KINETICS HOLDING CORPORATION

Statements of Financial Condition (Unaudited)

(in thousands)

December 31,
2024
Assets
Cash and cash equivalents 38,854 $ 14,446
Fees receivable 8,982 59,047
Investments, at fair value 89,963 91,435
Assets of consolidated investment products
Cash and cash equivalents - -
Investments, at fair value - -
Other assets - -
Other Investments 248,520 228,870
Operating lease right-of-use assets 4,122 5,105
Property and equipment, net 112 99
Prepaid expenses and other assets 2,533 2,353
Due from affiliates 13 34
Digital assets 14,919 13,240
Intangible assets, net 43,715 44,531
Goodwill 23,525 24,425
Total Assets 475,258 $ 483,585
Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other 14,902 $ 22,011
Accrued third party distribution expenses 607 6,522
Deferred revenue 263 222
Liabilities of consolidated investment products
Accounts payable and accrued expenses - -
Other liabilities - -
Deferred tax liability, net 96,083 95,683
Due to affiliates 7,806 11,597
Operating lease liability 6,112 7,379
Total Liabilities 125,773 143,414
Commitments and contingencies
Redeemable Noncontrolling Interests - -
Shareholders' Equity
Preferred stock, no par value, authorized 20,000 shares; no shares issued and outstanding - -
Common stock; 0.10 par value, authorized 50,000 shares; issued and outstanding 18,635 shares, net of treasury stock; 1 share at June 30, 2025 and December 31, 2024, respectively 1,864 1,864
Additional paid-in capital 39,243 39,243
Retained earnings 308,378 299,064
Total Shareholders’ Equity 349,485 340,171
Total Liabilities, Noncontrolling Interests, and Shareholders’ Equity 475,258 $ 483,585

All values are in US Dollars.

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June 30, 2025
Consolidated Company Entities Consolidated Investment Products Eliminations Consolidated
Assets
Cash and cash equivalents $ 38,854 $ - $ - $ 38,854
Fees receivable 8,982 - (1,666 ) 7,316
Investments, at fair value 89,963 - - 89,963
Assets of consolidated investment products
Cash and cash equivalents - 33,604 - 33,604
Investments, at fair value - 1,782,188 (32,490 ) 1,749,698
Other assets - 26,871 - 26,871
Other investments 248,520 - (224,745 ) 23,775
Digital assets 14,919 - - 14,919
Intangible assets, net 43,715 - - 43,715
Goodwill 23,525 - - 23,525
Other assets 6,780 - (2 ) 6,778
Total assets $ 475,258 $ 1,842,663 $ (258,903 ) $ 2,059,018
Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other $ 14,902 $ - $ - $ 14,902
Accrued third party distribution expenses 607 - - 607
Deferred revenue 263 - - 263
Liabilities of consolidated investment products
Accounts payable and accrued expenses - 3,830 (2 ) 3,828
Due to affiliates - 1,731 (1,731 ) -
Other liabilities - 7,840 (1,240 ) 6,600
Deferred tax liability, net 96,083 - - 96,083
Due to affiliates 7,806 - - 7,806
Operating lease liability 6,112 - - 6,112
Total liabilities 125,773 13,401 (2,973 ) 136,201
Commitments and contingencies
Redeemable noncontrolling interests - 1,641,826 (68,494 ) 1,573,332
Equity interests 349,485 187,436 (187,436 ) 349,485
Total liabilities, noncontrolling interests, and shareholders’ equity $ 475,258 $ 1,842,663 $ (258,903 ) $ 2,059,018

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Non-GAAP Measures

In discussing financial results, the Company presented tables without the consolidation of certain private funds (also labeled "Advisor only") which is not in accordance with Generally Accepted Accounting Principles (GAAP). We use this non-GAAP financial measure internally to make operating and strategic decisions, including evaluating our overall performance and as a factor in determining compensation for certain employees. We believe presenting this non-GAAP financial measure provides additional information to facilitate comparison of our historical operating costs and their trends, and provides additional transparency on how we evaluate our financial condition and results of operations. We also believe presenting this measure allows investors to view our financial condition and results of operations using the same measure that we use in evaluating our performance and trends.

Note Regarding Forward-Looking Statements

This news release may contain "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," “strategy,” "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe”, "potential," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.

Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and the Company's subsequent Quarterly Reports on Form 10-Q and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent filings with the Securities and Exchange Commission.

About Horizon Kinetics Holding Corporation

Horizon Kinetics Holding Corporation (OTCID: HKHC) primarily offers investment advisory services through its subsidiary Horizon Kinetics Asset Management LLC (“HKAM”), a registered investment adviser. HKAM provides independent proprietary research and investment advisory services for mainly long-only and alternative value-based investing strategies. The firm also obtained a portfolio of consumer products, which are marketed and distributed in the retail marketplace, as a result of its August 2024 merger with Scott’s Liquid Gold-Inc. The firm’s offices are located in New York City, White Plains, New York, and Summit, New Jersey. For more information, please visit http://www.hkholdingco.com.

Investor Relations Contact:

ir@hkholdingco.com