8-K

Horizon Kinetics Holding Corp (HKHC)

8-K 2025-03-26 For: 2025-03-26
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): March 26, 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 March 26, 2025, Horizon Kinetics Holding Corporation (the “Company”) issued a press release setting forth the Company’s financial information for the three months and fiscal year ended December 31, 2024. 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 March 26, 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: March 26, 2025 /s/ Jay Kesslen
Jay Kesslen<br>General Counsel

EX-99.1

EXHIBIT 99.1

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HORIZON KINETICS HOLDING CORPORATION REPORTS FOURTH QUARTER AND ANNUAL RESULTS

Annual and Fourth Quarter 2024 Highlights:

  • Revenues of $57.2 million for the year ended December 31, 2024, an increase of 21.0%
  • Revenues of $19.2 million for the fourth quarter of 2024, an increase of 81.8%
  • Net income attributable to Horizon Kinetics Holding Corporation of $75.8 million and $92.5 million, or $4.07 and $5.07 per common share for the three months and year ended December 31, 2024, respectively
  • Assets under management (“AUM”) grew to $9.8 billion as of December 31, 2024, an increase of 18% for the fourth quarter and 52% for the year ended December 31, 2024
  • Board of Directors declares a $0.107 per share dividend

New York, NY – March 26, 2025

Horizon Kinetics Holding Corporation (the “Company” or “HKHC”) (OTCM Pink: HKHC) reported financial results for its fourth quarter and year ended December 31, 2024.

The Company continued to grow revenues during the fourth quarter resulting from continued increases in AUM in its proprietary funds, separately managed accounts, ETFs and mutual funds. The increases in AUM across many of these platforms were largely driven by the increases in the market value of Texas Pacific Land Corporation (“TPL”), which increased 25% during the quarter and 111% for the year and Grayscale Bitcoin Trust (“GBTC”), which increased 47% during the quarter and 114% for the year.

The Company’s revenue increases were partially offset by a variety of higher operating expenses, including higher commissions on the higher revenues and general and administrative costs related to the acquisition of Scott's Liquid Gold and various professional and legal fees.

The Company benefited from incentive fees of $51.7 million earned from proprietary funds during the year ended December 31, 2024, which were predominantly recorded during the fourth quarter. The economic benefit is reflected primarily in the attribution to redeemable noncontrolling interests in the consolidated statement of operations. Similarly, the Company benefited from its interests within the consolidated investment products of approximately $101.0 million for the year ended December 31, 2024 as a result of their unrealized gains of $840.7 million for the year ended December 31, 2024.

The Company also benefited from unrealized gains of $40.3 million and $16.4 million for the year and three months ended December 31, 2024, respectively, from its investment holdings as well as unrealized gains of $7.0 million and $4.2 million for the year and three months ended December 31, 2024, respectively, from its digital asset holdings.

In connection with the August 1, 2024 merger transaction, the Company converted from an LLC to a C-Corp for federal and state income tax purposes. As a result, the Company recognized a non-cash deferred income tax expense of $59.7 million related to the tax basis differences for certain assets, principally unrealized gains in various investments, digital assets and indefinite lived intangible assets.

On March 6, 2025, the Company issued a press release announcing that, on March 3, 2025, the Company's Board of Directors declared a cash dividend of $0.107 per share, payable on March 28, 2025, to shareholders of record as of the close of business on March 17, 2025.

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Conference Call

Murray Stahl, Chairman and Chief Executive Officer, and Mark Herndon, Chief Financial Officer, will host a conference call on Wednesday, April 2, 2025, at 4:15 p.m. EDT. You may register for the conference call by clicking on the following link: https://attendee.gotowebinar.com/register/7489969312130245721

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HORIZON KINETICS HOLDING CORPORATION

Consolidated Statements of Operations

(in thousands)

Three Months Ended December 31, Year Ended December 31,
2024 2023 2024 2023
As Restated As Restated
Revenue:
Management and advisory fees $ 18,209 $ 10,532 $ 55,486 $ 46,845
Other income and fees 995 33 1,695 418
Total revenue 19,204 10,565 57,181 47,263
Operating expenses:
Compensation, related employee benefits, and cost of goods sold 18,280 6,028 38,579 26,851
Sales, distribution and marketing 11,504 2,387 19,510 10,209
Depreciation and amortization 505 460 1,919 1,828
General and administrative expenses 2,950 2,818 10,383 8,493
Expenses of consolidated investment products 668 464 2,319 1,664
Total operating expenses 33,907 12,157 72,710 49,045
Operating income (loss) (14,703 ) (1,592 ) (15,529 ) (1,782 )
Other income (expense):
Equity earnings (losses), net 2,354 (816 ) 6,037 (2,448 )
Interest and dividends 453 357 1,714 826
Other income (expense) (127 ) (695 ) (2,985 ) (669 )
Investment and other income (losses) of consolidated investment products, net 398,266 110,324 840,735 92,962
Interest and dividend income of consolidated investment products 2,883 3,849 20,377 14,206
Unrealized gain on digital assets, net 4,192 - 6,984 -
Realized gain on investments, net 90 (21 ) 432 1,388
Unrealized gain (loss) on investments net 16,386 (4,638 ) 41,329 (15,376 )
Total other income (expense), net 424,497 108,360 914,623 90,889
Income before provision for income taxes 409,794 106,768 899,094 89,107
Income tax (expense) benefit (33,548 ) 829 (104,283 ) 122
Net income 376,246 106,183 794,811 89,229
Less: net income attributable to redeemable noncontrolling interests (300,486 ) (103,754 ) (702,339 ) (93,721 )
Net income (loss) attributable to Horizon Kinetics Holding Corporation $ 75,760 $ 2,429 $ 92,472 $ (4,492 )
Basic and diluted net income (loss) per common shares:
Net income (loss) $ 4.07 $ 0.14 $ 5.07 $ (0.25 )
Weighted average shares outstanding:
Basic and diluted 18,634 17,984 18,256 17,984

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HORIZON KINETICS HOLDING CORPORATION

Consolidated Statements of Financial Condition

(in thousands)

December 31,
2023
As Restated
Assets
Cash and cash equivalents 14,446 $ 10,477
Fees receivable 8,670 3,304
Investments, at fair value 91,435 37,620
Assets of consolidated investment products
Cash and cash equivalents 44,306 59,117
Investments, at fair value 1,746,850 903,435
Other assets 19,247 19,903
Other investments 13,443 6,990
Operating lease right-of-use assets 5,105 5,651
Property and equipment, net 99 200
Prepaid expenses and other assets 2,352 1,882
Due from affiliates 27 2,660
Digital assets 13,240 1,829
Intangible assets, net 44,531 43,876
Goodwill 24,425 19,273
Total assets 2,028,176 $ 1,116,217
Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other 22,011 $ 3,839
Accrued third party distribution expenses 6,522 1,022
Deferred revenue 222 70
Liabilities of consolidated investment products
Accounts payable and accrued expenses 1,486 5,840
Other liabilities 2,793 160
Deferred tax liability, net 95,683 617
Due to affiliates 11,597 9,966
Operating lease liability 7,379 7,281
Total liabilities 147,693 28,795
Commitments and contingencies
Redeemable noncontrolling interests 1,540,312 878,334
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 (2024) and 17,984 shares (2023), net of treasury stock; 1 and 0 shares at December 31, 2024 and December 31, 2023, respectively 1,864 1,798
Additional paid-in capital 39,243 -
Retained earnings 299,064 207,290
Total shareholders’ equity 340,171 209,088
Total liabilities, noncontrolling interests, and shareholders’ equity 2,028,176 $ 1,116,217

All values are in US Dollars.

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Additional Information about our performance

As previously announced, the Company consolidates certain proprietary 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 is presented on the Company’s consolidated statements of financial condition. Additionally, an amount that represents the Company’s clients’ interests in these consolidated proprietary 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 proprietary 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, including incentive fees, from CIPs are eliminated from consolidated revenues. Accordingly, our presentation without the CIPs reflects an increased revenue growth to $113.2 million, a 122% increase from 2023, which is largely attributable to the incentive fees of $51.7 million from our proprietary funds.

  • The equity in earnings of proprietary 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. During 2024, this increased equity earnings is the result of unrealized gains due to fair value increases across several proprietary funds generally due to increases in TPL and GBTC.

  • 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 proprietary 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 proprietary funds continues to relate to economic interests held by Horizon Kinetics Holding Corporation, which is reflected in Other Investments in the presentation below, which increased $124.9 million, or 120%, during 2024 primarily as a result of the performance of the CIPs.

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HORIZON KINETICS HOLDING CORPORATION

Statements of Operations (Unaudited)

(in thousands)

(without consolidation of proprietary funds)
Year Ended December 31,
2024 2023
Revenue:
Management and advisory fees $ 111,481 $ 50,563
Other income and fees 1,695 418
Total revenue 113,176 50,981
Operating expenses:
Compensation, related employee benefits, and cost of goods sold 38,579 26,851
Sales, distribution and marketing 19,510 10,209
Depreciation and amortization 1,919 1,828
General and administrative expenses 10,490 8,581
Expenses of consolidated investment products - -
Total operating expenses 70,498 47,469
Operating income 42,678 3,512
Other income (expense):
Equity in earnings of proprietary funds, net 106,603 5,705
Interest and dividends 1,714 826
Other income (expense) (2,985 ) (669 )
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 6,984 -
Realized gain on investments, net 432 1,388
Unrealized gain (loss) on investments net 41,329 (15,376 )
Total other income (expense), net 154,077 (8,126 )
Income (loss) before provision for income taxes 196,755 (4,614 )
Income tax (expense) benefit (104,283 ) 122
Net income (loss) 92,472 (4,492 )
Less: net income attributable to redeemable noncontrolling interests - -
Net income (loss) Attributable to Horizon Kinetics Holding Corporation $ 92,472 $ (4,492 )
Basic and diluted net income (loss) per common shares:
Net income (loss) $ 5.07 $ (0.25 )
Weighted average shares outstanding:
Basic and diluted 18,256 17,984

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Year Ended December 31, 2024
Consolidated Company Entities Consolidated Investment Products Eliminations Consolidated
Revenue:
Management and advisory fees $ 111,481 $ - $ (55,995 ) $ 55,486
Other income and fees 1,695 - 1,695
Total revenue 113,176 - (55,995 ) 57,181
Operating expenses:
Compensation, related employee benefits, and cost of goods sold 38,579 - - 38,579
Sales, distribution and marketing 19,510 - - 19,510
Depreciation and amortization 1,919 - - 1,919
General and administrative expenses 10,490 - (107 ) 10,383
Expenses of consolidated investment products - 10,215 (7,896 ) 2,319
Total operating expenses 70,498 10,215 (8,003 ) 72,710
Operating income 42,678 (10,215 ) (47,992 ) (15,529 )
Other income (expense):
Equity in earnings of proprietary funds, net 106,603 - (100,566 ) 6,037
Interest and dividends 1,714 - - 1,714
Other income (expense) (2,985 ) - - (2,985 )
Investment and other income (losses) of consolidated investment products, net - 840,735 - 840,735
Interest and dividend income of consolidated investment products - 20,377 - 20,377
Unrealized (loss) gain on digital assets, net 6,984 - - 6,984
Realized gain on investments, net 432 - - 432
Unrealized gain (loss) on investments net 41,329 - - 41,329
Total other income (expense), net 154,077 861,112 (100,566 ) 914,623
Income (loss) before provision for income taxes 196,755 850,897 (148,558 ) 899,094
Income tax (expense) benefit (104,283 ) - - (104,283 )
Net income (loss) $ 92,472 $ 850,897 $ (148,558 ) $ 794,811
Less: net income attributable to redeemable noncontrolling interests - (762,695 ) 60,356 (702,339 )
Net income (loss) attributable to Horizon Kinetics Holding Corporation $ 92,472 $ 88,202 $ (88,202 ) $ 92,472

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HORIZON KINETICS HOLDING CORPORATION

Statements of Financial Condition (Unaudited)

(in thousands)

2023
Assets
Cash and cash equivalents 14,446 $ 10,477
Fees receivable 59,047 4,453
Investments, at fair value 91,447 37,620
Assets of consolidated investment products
Cash and cash equivalents - -
Investments, at fair value - -
Other assets - -
Other Investments 228,871 103,962
Operating lease right-of-use assets 5,105 5,651
Property and equipment, net 99 200
Prepaid expenses and other assets 2,350 1,882
Due from affiliates 34 2,660
Digital assets 13,240 1,829
Intangible assets, net 44,531 43,876
Goodwill 24,425 19,273
Total Assets 483,595 $ 231,883
Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other 22,011 $ 3,839
Accrued third party distribution expenses 6,522 1,022
Deferred revenue 222 70
Liabilities of consolidated investment products
Accounts payable and accrued expenses - -
Other liabilities - -
Deferred tax liability, net 95,684 617
Due to affiliates 11,597 9,966
Operating lease liability 7,379 7,281
Total Liabilities 143,415 22,795
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 (2024) and 17,984 shares (2023), net of treasury stock; 1 and 0 shares at December 31, 2024 and December 31, 2023, respectively 1,864 1,798
Additional paid-in capital 39,223 -
Retained earnings 299,093 207,290
Total Shareholders’ Equity 340,180 209,088
Total Liabilities, Noncontrolling Interests, and Shareholders’ Equity 483,595 $ 231,883

All values are in US Dollars.

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December 31, 2024
Consolidated Company Entities Consolidated Investment Products Eliminations Consolidated
Assets
Cash and cash equivalents $ 14,446 $ - $ - $ 14,446
Fees receivable 59,047 - (50,377 ) 8,670
Investments, at fair value 91,435 - - 91,435
Assets of consolidated investment products - - - -
Cash and cash equivalents - 44,306 - 44,306
Investments, at fair value - 1,746,850 - 1,746,850
Other assets - 19,247 - 19,247
Other investments 228,870 - (215,427 ) 13,443
Digital assets 13,240 - - 13,240
Intangible assets, net 44,531 - - 44,531
Goodwill 24,425 - - 24,425
Other assets 7,591 - (8 ) 7,583
Total assets $ 483,585 $ 1,810,403 $ (265,812 ) $ 2,028,176
Liabilities, Noncontrolling Interests, and Shareholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other $ 22,011 $ - $ - $ 22,011
Accrued third party distribution expenses 6,522 - - 6,522
Deferred revenue 222 - - 222
Liabilities of consolidated investment products - - - -
Accounts payable and accrued expenses - 1,494 (8 ) 1,486
Due to affiliates - 50,375 (50,375 ) -
Other liabilities - 2,793 - 2,793
Deferred tax liability, net 95,683 - - 95,683
Due to affiliates 11,597 - - 11,597
Operating lease liability 7,379 - - 7,379
Total liabilities 143,414 54,662 (50,383 ) 147,693
Commitments and contingencies
Redeemable noncontrolling interests - 1,574,414 (34,102 ) 1,540,312
Equity interests 340,171 181,327 (181,327 ) 340,171
Total liabilities, noncontrolling interests, and shareholders’ equity $ 483,585 $ 1,810,403 $ (265,812 ) $ 2,028,176

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Non-GAAP Measures

In discussing financial results, the Company presented tables without the consolidation of certain proprietary funds 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 (OTCM Pink: 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