UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, 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) July 7, 2025 ASSOCIATED CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) Delaware 1-37387 47-3965991 (Commission File Number) (IRS Employer Identification No.) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) und ...

GREENWICH, Conn., July 07, 2025 (GLOBE NEWSWIRE) -- Associated Capital Group, Inc. (“AC” or the “Company”) (NYSE:AC), announced today a preliminary range for its second quarter book value of $43.20 to $43.40 per share. This compares to $42.51 per share at March 31, 2025 and $42.14 per share at December 31, 2024. AC will be issuing further details on its financial results in August. About Associated Capital Group, Inc.Associated Capital Group, Inc. (NYSE: AC), based in Greenwich, Connecticut, is a diversifie ...

Financial Performance - Total revenues for Q1 2025 were $2.1 million, down from $3.0 million in Q1 2024, reflecting a decrease of approximately 30%[90] - Net income attributable to shareholders for Q1 2025 was $7.7 million, down from $13.8 million in Q1 2024, representing a decline of approximately 44%[90] - The company reported a net gain from investments of $10.9 million in Q1 2025, down from $16.8 million in Q1 2024[96] Assets Under Management - Assets under management (AUM) at the end of Q1 2025 were $1.3 billion, a decrease of 18.1% compared to $1.5 billion in Q1 2024[99] - Total AUM as of March 31, 2025, was $1,269 million, reflecting a net increase from $1,248 million as of December 31, 2024[101] - Assets under management (AUM) increased by $21 million for the quarter ended March 31, 2025, driven by market appreciation of $33 million and currency fluctuations of $13 million, partially offset by net investor outflows of $25 million[102] Expenses - Management fee expense decreased to $1.1 million in Q1 2025 from $2.0 million in Q1 2024, a reduction of 45%[94] - Compensation expenses increased to $4.4 million in Q1 2025 from $3.8 million in Q1 2024, primarily due to higher stock-based compensation[93] Cash and Investments - The company ended Q1 2025 with approximately $870.8 million in cash and investments, providing flexibility for strategic objectives[88] - Cash, cash equivalents, and restricted cash at the end of the period were $317.4 million, down from $341.0 million at the beginning of the period[104] - The company had cash and cash equivalents of $293.9 million, investments in U.S. Treasury Bills of $64.0 million, and $202.1 million of investments net of securities sold as of March 31, 2025[104] Cash Flow - Net cash used in operating activities was $8.1 million for the three months ended March 31, 2025, compared to $1.1 million for the same period in 2024[105][106] - Net cash provided by investing activities was $1.2 million, primarily from proceeds of $0.6 million from sales of securities[105] - The company reported a net decrease in cash, cash equivalents, and restricted cash of $8.3 million for the three months ended March 31, 2025[104] Tax and Incentives - The effective tax rate for Q1 2025 was 26.3%, compared to 21.5% in Q1 2024, primarily due to deferred tax benefits from a foreign investment[97] - Unrecognized incentive fees for Q1 2025 amounted to $2.0 million, with no material unrecognized fees in Q1 2024[92] Liquidity Position - The company’s principal assets include cash, treasury securities, and marketable securities, indicating a strong liquidity position despite net cash used in operating activities[103] - The company anticipates that available liquid assets will be sufficient to meet cash requirements as it builds out its operating business[104] Operating Cash Flows - Operating cash flows in 2025 were impacted by $7.7 million of net decreases in securities and $6.7 million in adjustments for noncash items[105]

Core Insights - Associated Capital Group, Inc. reported financial results for Q1 2025, showing a decline in total revenues and net income compared to the same period in 2024 [1][5][19] - The company experienced a change in leadership with Patrick Huvane appointed as Interim CEO following Doug Jamieson's retirement [2][3] Financial Performance - Total revenues for Q1 2025 were $2.1 million, down from $3.0 million in Q1 2024 [5][28] - Net income for Q1 2025 was $7.7 million, compared to $13.8 million in Q1 2024, resulting in a diluted net income per share of $0.36 versus $0.64 in the prior year [4][28] - Operating loss before management fee was $4.2 million in Q1 2025, compared to a loss of $3.0 million in Q1 2024 [4][28] Assets Under Management (AUM) - AUM at the end of Q1 2025 was $1.27 billion, an increase from $1.25 billion at the end of 2024, but down from $1.55 billion a year earlier [6][11] - The increase in AUM was attributed to market appreciation and currency fluctuations, offset by net outflows of $25 million [11] Operating Expenses - Total operating expenses, excluding management fees, were $6.3 million in Q1 2025, up from $6.0 million in Q1 2024, primarily due to increased mark-to-market expenses [8][28] - Management fees decreased to $1.1 million in Q1 2025 from $2.0 million in Q1 2024 [9][28] Investment Strategy Performance - The Merger Arbitrage strategy generated gross returns of 3.77% in Q1 2025, with net returns of 2.81% after fees [15] - Global M&A activity reached $890 billion in Q1 2025, a 15% increase from the previous year, with technology and financial sectors being the most active [15] Shareholder Actions - The Board declared a semi-annual dividend of $0.10 per share, payable on June 26, 2025 [19] - The company repurchased 39,018 Class A shares for $1.4 million in Q1 2025, compared to 117,354 shares for $3.9 million in Q1 2024 [19][20]

Core Insights - The high-end accommodation market in Qingdao is expanding rapidly, with over 20 five-star standard hotels established in the last five years, including several international brands making their debut in Shandong [1][2][3] - Major international hotel groups are increasingly opening their first locations in Qingdao, with eight out of the top ten global high-end hotel management groups choosing to establish their first hotels in the city [3][4] Group 1: Market Dynamics - Qingdao's hotel market is experiencing a surge in demand, with hotel order volumes increasing by 28% year-on-year, driven by the upcoming May Day holiday and a growing "holiday economy" [2] - The Marriott International Group has significantly expanded its presence in Qingdao, with multiple brands including St. Regis, Westin, and Le Meridien already operational, and new projects like the dual-brand Qingdao Jinmao hotels set to open soon [2][3] - The InterContinental Hotels Group has also announced the opening of its first Indigo hotel in Qingdao, emphasizing local cultural integration and unique guest experiences [3][4] Group 2: Economic and Tourism Potential - Qingdao is recognized as a city with international tourism appeal, supported by its strong economic foundation, including being one of China's major foreign trade ports and home to significant enterprises like Haier and Tsingtao Brewery [6][7] - The city is actively pursuing new industries and has been approved as a pilot city for asset investment companies, indicating a robust economic growth trajectory with a projected GDP of 16,719.46 billion yuan in 2024, reflecting a 5.7% increase from the previous year [8][9] Group 3: Challenges and Opportunities - Despite the influx of international hotel brands, Qingdao's hotel market still faces challenges, with 80% of its hotels being low-end, and only 2% classified as high-end, indicating a significant imbalance in accommodation quality [10][11] - The seasonal nature of tourism in Qingdao leads to high vacancy rates during off-peak months, with summer accounting for 60% of annual tourist traffic, highlighting the need for improved year-round demand [11][12] - The local economy's reliance on traditional industries and the lack of strong private enterprises contribute to insufficient business travel demand, which is crucial for sustaining high-end hotel occupancy [12][13] Group 4: Investment Strategies - The high vacancy rate in Qingdao's office buildings, currently at 35%, presents an opportunity for converting these properties into mid-to-high-end hotels, leveraging their prime locations and existing infrastructure [14][15] - Upgrading low-efficiency assets, particularly older hotels with good locations, could meet the rising demand for quality accommodations and enhance the overall hotel market [15][16] - Redefining hotel experiences to incorporate local culture and community engagement could attract both tourists and local residents, creating a unique destination within Qingdao [16][17]

Company Information - The company is listed on the New York Stock Exchange under the trading symbol AC[3] - The company is incorporated in Delaware with IRS Employer Identification No. 47-3965991[3] - The address of the principal executive offices is 191 Mason Street, Greenwich, CT 06830[3] Financial Reporting - Associated Capital Group, Inc. announced a preliminary range for its book value per share for the quarter ended March 31, 2025[4] - The press release related to the financial results is filed as Exhibit 99.1[4] - The report was signed by Ian J. McAdams, Chief Financial Officer, on April 7, 2025[8] - The filing is made pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934[4] - The report does not include detailed financial statements or operational results[5] - The information provided is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934[5] - The company has not indicated if it is an emerging growth company[3]

Assets Under Management (AUM) - As of December 31, 2024, the company managed approximately $1.25 billion in assets under management (AUM), a decrease from $1.59 billion at December 31, 2023, representing a decline of about 21.6%[26] - The AUM composition includes 80.4% from merger arbitrage ($1.003 billion) and 16.7% from long/short value strategies ($209 million) as of December 31, 2024[26] - Total assets under management (AUM) decreased by 21.6% to $1,248 million as of December 31, 2024, down from $1,591 million in 2023[96] - The company’s revenues are highly correlated to the level of assets under management (AUM) and investment performance[112] Financial Performance - Net income for the year ended December 31, 2024, was $44.3 million, an increase from $37.5 million in 2023, primarily driven by higher dividend income[110] - Total revenues for 2024 were $13.2 million, a 3.9% increase from $12.7 million in 2023[100] - Investment advisory and incentive fees rose to $12.8 million in 2024, compared to $12.3 million in 2023, reflecting a 3.5% increase[101] - Total revenues for 2024 increased to $13,175,000 from $12,683,000 in 2023, representing a growth of 3.9%[154] - Net income attributable to Associated Capital Group, Inc.'s shareholders rose to $44,328,000 in 2024, compared to $37,451,000 in 2023, marking an increase of 18.7%[154] - Basic and diluted net income per share increased to $2.08 in 2024 from $1.72 in 2023, reflecting a growth of 20.9%[154] Cash and Investments - Cash and cash equivalents at the end of 2024 totaled $299.6 million, down from $317.5 million in 2023[86] - The company ended 2024 with approximately $864.1 million in cash and investments, providing flexibility for strategic objectives[94] - The company had cash and cash equivalents of $325.7 million at the end of 2024, down from $347.1 million at the end of 2023[112] - The company reported a net decrease in cash, cash equivalents, and restricted cash of $21.4 million in 2024[112] - The company had investments in U.S. Treasury Bills totaling $68.3 million as of December 31, 2024[112] Expenses and Liabilities - Management fee expense increased to $5.9 million in 2024 from $5.4 million in 2023[105] - Total liabilities increased to $36,991,000 in 2024 from $30,719,000 in 2023, an increase of 20.3%[157] - Dividends declared increased to $46,750,000 in 2024 from $4,346,000 in 2023, a significant rise[161] - Net cash provided by operating activities decreased to $26,874,000 in 2024 from $145,075,000 in 2023, a decline of 81.5%[166] - Net cash used in financing activities increased to $59,208,000 in 2024 from $25,039,000 in 2023, an increase of 136.1%[168] Strategic Initiatives - The company is reviewing the launch of new products, including private equity and direct investment funds, to leverage its core strengths in fundamental investing[25] - The company aims to grow its Investment Partnerships advisory operations by introducing new products and expanding internationally[31] - The company plans to pursue partnerships and joint ventures to enhance its product offerings and distribution capabilities, particularly in Asian and European markets[35] - The company has a proprietary portfolio of cash and investments aimed at expanding geographic presence and pursuing strategic acquisitions[29] Regulatory and Compliance - The company is subject to extensive regulations, including the Advisers Act, which imposes fiduciary duties and disclosure obligations on registered investment advisers[41] - The company is subject to EU regulations on OTC derivatives, requiring central clearing and reporting of all derivative contracts[55] - The company is classified as a "smaller reporting company," allowing it to take advantage of certain exemptions from various reporting requirements[59] Competition and Market Position - The company faces intense competition in the alternative asset management industry, competing with larger firms that may have greater resources[36] - The Company’s principal market is in the United States, focusing on alternative investment management[172] Employee and Organizational Structure - As of March 11, 2025, the company had a full-time staff of 24, with 9 in portfolio management, research, and trading, 7 in marketing and shareholder servicing, and 8 in finance, legal, operations, and administration[58] Investment Strategies - The Company primarily earns management fees based on a percentage of assets under management, which directly influences revenue generation[203] - Performance-based advisory fees are typically 15%-20% of investment performance, with a "high water mark" provision requiring recovery of losses before earning fees[205] - The Company charges asset-based advisory fees at a rate of 1%-1.5% per annum, recognized monthly in advance based on the net asset value of clients[205] Other Financial Metrics - The effective tax rate decreased to 15.8% in 2024 from 19.5% in 2023, primarily due to dividends received deductions[108] - Net gains from investments were $42.8 million in 2024, slightly down from $43.0 million in 2023[107] - The Company reported a significant investment income of $150 million from the distribution of GAMCO shares during the Spin-off[174] - As of December 31, 2024, the Company held 699,749 shares of GAMCO Class A common stock, a decrease from 2,386,295 shares in 2023[174]

Financial Results Announcement - Associated Capital Group, Inc. announced a preliminary range for its book value per share for the quarter and year ended December 31, 2024[4] - The press release related to the financial results is filed as Exhibit 99.1 to the Form 8-K[4] Report Details - The report was signed by Ian J. McAdams, Chief Financial Officer, on January 15, 2025[8]

Financial Performance - The company reported fourth quarter revenues of $5.2 million, a decrease from $5.6 million in the same quarter of 2023 [3] - For the full year 2024, revenues increased to $13.2 million from $12.7 million in 2023 [9] - The operating loss before management fee for the fourth quarter was $3.1 million, compared to a loss of $2.5 million in the fourth quarter of 2023 [7][9] - Net income for the fourth quarter was $4.3 million, down from $16.3 million in the prior year [32] - The company reported a net income of $44.3 million for the full year 2024, compared to $37.5 million in 2023 [32] Assets Under Management (AUM) - AUM at the end of 2024 was $1.25 billion, down from $1.59 billion at the end of 2023 [2][11] - The decrease in AUM was attributed to net outflows of $363 million and currency fluctuations, partially offset by market appreciation of $49 million [11] - The merger arbitrage strategy saw significant outflows, particularly from the GAMCO Merger Arbitrage UCITS [11] Investment Strategy and Performance - The company's merger arbitrage strategy generated gross returns of 5.83% for the full year 2024, with net returns of 3.82% [15] - The strategy has historically outperformed 90-day T-Bills, with a consistent record of positive net returns in 38 of the last 40 years [15][16] - The company aims to leverage its research and investment capabilities to pursue acquisitions and broaden its product offerings [21] Shareholder Returns - The company returned $58.6 million to shareholders in 2024 through dividends and share repurchases [5] - Dividends paid in 2024 amounted to $2.20 per share, with a total of $46.8 million distributed [23] - The company repurchased 353,116 Class A shares for $11.8 million during the year [24] Market Context - Worldwide M&A activity reached $3.2 trillion in 2024, a 10% increase from 2023, with the US accounting for approximately $1.4 trillion [18] - The technology sector led M&A activity with $500 billion in deals, a 32% increase from the previous year [18] - Changes in regulatory appointments in the US are expected to facilitate an increase in deal activity [19]

Financial Performance - Associated Capital Group reported fourth quarter revenues of $5.2 million, a decrease from $5.6 million in the same quarter of 2023 [3] - For the full year 2024, revenues increased to $13.2 million from $12.7 million in 2023 [9] - The company experienced an operating loss before management fee of $12.9 million for 2024, compared to $11.5 million in 2023 [9][10] Assets Under Management (AUM) - AUM at the end of 2024 was $1.25 billion, down from $1.59 billion at the end of 2023, reflecting net outflows of $363 million [11] - The decline in AUM was attributed to client reallocations to other asset classes, particularly in the merger arbitrage strategy [11][19] Investment Income - Net investment and other non-operating income for the fourth quarter was $4.4 million, significantly lower than $26.7 million in the prior year [7] - For the full year, net investment income was $71.5 million, up from $63.8 million in 2023, primarily due to higher dividend income from GAMCO [10] Shareholder Returns - The company returned $58.6 million, or $2.72 per share, to shareholders through dividends and share repurchases in 2024 [4][24] - Book value per share at year-end 2024 was $42.14, reflecting a slight increase from $42.11 a year earlier [5][4] Merger Arbitrage Strategy - The merger arbitrage strategy generated gross returns of 5.83% for the full year 2024, outperforming the return on 90-day T-Bills [15][17] - The strategy has a historical record of positive net returns in 38 of the last 40 years [15] M&A Market Overview - Worldwide M&A activity totaled $3.2 trillion in 2024, a 10% increase from 2023, with the US accounting for approximately $1.4 trillion [19] - The technology sector led deal activity with approximately $500 billion, marking a 32% increase compared to 2023 [19] Corporate Strategy - The company plans to leverage its capital for acquisitions and alliances to broaden product offerings and enhance distribution [22] - Associated Capital Group aims to continue repurchasing shares, with 353,116 Class A shares repurchased in 2024 [25][26]