P10(PX) - 2025 Q2 - Quarterly Report

General Information Form 10-Q Filing Details The report details P10, Inc's Form 10-Q filing, registrant status, and outstanding common stock as of June 30, 2025 - P10, Inc. is an Accelerated Filer and an Emerging Growth Company[4] Outstanding Common Stock as of August 4, 2025 | Class | Shares Outstanding | | :------------------------------- | :----------------- | | Class A Common Stock | 77,843,007 | | Class B Common Stock | 32,033,260 | PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) The company presents its unaudited consolidated balance sheets, statements of operations, cash flows, and related notes - The financial statements are unaudited and prepared in accordance with U.S. GAAP[46] - All intercompany transactions and balances have been eliminated upon consolidation[46] Consolidated Balance Sheets The balance sheets detail the company's financial position, highlighting changes in assets, liabilities, and equity Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change (2025 vs 2024) | | :-------------------------------- | :-------------- | :------------------ | :---------------------- | | Total assets | $932,165 | $869,275 | +$62,890 | | Total liabilities | $543,224 | $482,385 | +$60,839 | | Total equity | $388,941 | $386,890 | +$2,051 | - Cash and cash equivalents decreased from $67,455 thousand to $33,440 thousand[9] - Goodwill increased from $506,038 thousand to $558,150 thousand[9] Consolidated Statements of Operations The statements of operations detail financial performance, showing changes in revenues, expenses, and net income Consolidated Statements of Operations Highlights (in thousands, except per share) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $72,704 | $71,076 | $140,371 | $137,191 | | Income from operations | $17,733 | $16,839 | $28,959 | $28,938 | | Net income attributable to P10 | $3,383 | $6,993 | $7,905 | $12,014 | | Basic earnings per share | $0.03 | $0.06 | $0.07 | $0.11 | | Diluted earnings per share | $0.03 | $0.06 | $0.07 | $0.10 | - Net income attributable to P10 decreased by 43% for the three months and 34% for the six months ended June 30, 2025[11] - Total revenues increased by 2% for both the three and six-month periods, driven by management and advisory fees[11] Consolidated Statements of Comprehensive Income The statements of comprehensive income detail net income and other comprehensive income components Consolidated Statements of Comprehensive Income Highlights (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income | $4,200 | $7,390 | $8,896 | $12,633 | | Foreign currency translation | $4,180 | $0 | $4,180 | $0 | | Comprehensive income attributable to P10 | $8,236 | $7,390 | $12,932 | $12,633 | - Foreign currency translation contributed $4,180 thousand to other comprehensive income for the periods ended June 30, 2025[14] Consolidated Statements of Changes in Equity The statements of changes in equity illustrate movements in shareholders' equity from net income and capital activities Key Changes in Equity (in thousands) | Metric | Balance at Dec 31, 2024 | Net Income (6M 2025) | Stock-based Compensation (6M 2025) | Stock Repurchase (6M 2025) | Dividends Paid (6M 2025) | Balance at Jun 30, 2025 | | :-------------------------------- | :---------------------- | :------------------- | :--------------------------------- | :------------------------- | :----------------------- | :---------------------- | | Total equity | $386,890 | $4,200 | $8,976 | $(26,260) | $(4,226) | $388,941 | - Total equity increased slightly from $386,890 thousand to $388,941 thousand at June 30, 2025[19] - Significant activities included $8,976 thousand in stock-based compensation and $26,260 thousand in stock repurchases[19] Consolidated Statements of Cash Flows The statements of cash flows detail cash generated from or used in operating, investing, and financing activities Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $8,657 | $45,786 | | Net cash used in investing activities | $(42,935) | $(1,135) | | Net cash provided by (used in) financing activities | $306 | $(44,506) | | Net change in cash, cash equivalents and restricted cash | $(33,901) | $145 | - Net cash from operating activities decreased by 81% to $8,657 thousand for the six months ended June 30, 2025[21] - Net cash used in investing activities increased substantially to $42,935 thousand, primarily due to acquisitions[21] Notes to Unaudited Consolidated Financial Statements This section provides detailed explanations and disclosures for figures presented in the financial statements - The notes are an integral part of the financial statements, providing context and additional detail[9][11][14] - P10, Inc. operates as a multi-asset class private market solutions provider in the alternative asset management industry[29] Note 1. Description of Business The company operates as a multi-asset class private market solutions provider with a history of strategic acquisitions - P10, Inc. operates as a multi-asset class private market solutions provider across private equity, venture capital, private credit, and impact investing[29] - The company completed the acquisition of Qualitas on April 4, 2025, expanding its European presence[44] Share Repurchase Program Status as of June 30, 2025 (in millions) | Metric | Amount | | :-------------------------------- | :----- | | Board Approved for Repurchase | $132.0 | | Amount Spent to Buy Back Shares | $129.7 | | Remaining for Authorized Repurchases | $2.3 | Note 2. Significant Accounting Policies This note details the significant accounting policies used in preparing the consolidated financial statements - The financial statements are prepared in accordance with U.S. GAAP, consolidating subsidiaries and VIEs where the Company is the primary beneficiary[46][52] - Revenue is recognized over time for asset management and advisory services, based on contractual terms[97][98][102] - The Company adopted ASU 2023-07, requiring incremental disclosures for its single operating segment[122] Revenue Recognition This section details the company's policies for recognizing revenue, primarily from management and advisory fees - Management and advisory fees are recognized over time as services are provided, based on contractual terms[97][98] - Catch-up fees from new investors are recorded as revenue when commitments are made[102] - Other revenue includes subscriptions, consulting agreements, interest income, and referral fees[103] Note 3. Acquisitions This note details the acquisition of Qualitas for $73.2 million, which expanded P10's European private equity platform - P10 acquired Qualitas on April 4, 2025, for $73.2 million, expanding its European private equity platform[125] - The acquisition resulted in $48.8 million in goodwill, reflecting expected benefits from expanding investment product offerings[128] Qualitas Acquisition Consideration (in thousands) | Component | Fair Value | | :-------------------------- | :--------- | | Cash | $42,705 | | Equity consideration | $19,283 | | Contingent consideration | $11,259 | | Total purchase consideration | $73,247 | Note 4. Revenue This note disaggregates revenue by nature, showing management and advisory fees as the primary component Revenue Disaggregation (in thousands) | Revenue Type | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Management fees | $69,830 | $67,239 | $135,067 | $131,083 | | Advisory fees | $1,686 | $1,236 | $3,184 | $2,514 | | Subscriptions | $227 | $198 | $386 | $367 | | Other revenue | $961 | $2,403 | $1,734 | $3,227 | | Total revenues | $72,704 | $71,076 | $140,371 | $137,191 | - The company recognized $11.7 million of revenue for the six months ended June 30, 2025, from prior contract liabilities[132] Note 5. Strategic Alliance Expense This note explains the conversion of a strategic alliance agreement into a 20% equity interest, resulting in a $6.5 million loss - Strategic alliance expense was $0.7 million for the six months ended June 30, 2025, a decrease from $1.5 million in the prior year[133] - Effective April 1, 2025, a third-party investor converted their right to 15% of net management fee earnings into a 15% equity interest in Bonaccord[135] - A $6.5 million loss on the conversion of the strategic alliance agreement was recognized[135] Note 6. Notes Receivable This note details the company's notes receivable, primarily from related parties for general partner commitments - Total notes receivable balance was $7.2 million as of June 30, 2025, down from $7.5 million at year-end 2024[141] - Notes receivable primarily relate to loans to BCP and employees for general partner commitments to Bonaccord funds[138][139][140] Interest Income from Notes Receivable (in thousands) | Period | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Interest Income | $0.1 | $0.2 | $0.1 | $0.2 | Note 7. Variable Interest Entities This note discusses the company's involvement with Variable Interest Entities (VIEs) - The Company consolidates certain VIEs where it is the primary beneficiary, with consolidated VIE assets totaling $645.2 million[142] - For unconsolidated VIEs, the Company's maximum exposure to loss is limited to the recognized assets related to these entities[143] Note 8. Investment in Unconsolidated Subsidiaries This note details the company's investments in unconsolidated subsidiaries, totaling $3.4 million Investment in Unconsolidated Subsidiaries (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :------------------ | | Total investment | $3,400 | $2,800 | | RCP's investment | $800 | $800 | | Qualitas funds (temporary initial capital) | $500 | $0 | | ECG's asset management businesses | $1,900 | $1,900 | | ECG's tax credit finance businesses | $200 | $100 | - The investment in Enhanced Capital Partners and Enhanced PC is recorded at zero, as the Company suspended the equity method[147] Note 9. Property and Equipment This note provides a breakdown of property and equipment, which totaled $9.2 million net of depreciation Property and Equipment, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :------------------ | | Computers and purchased software | $2,239 | $1,945 | | Furniture and fixtures | $2,892 | $2,229 | | Leasehold improvements | $8,606 | $6,217 | | Total property and equipment, net | $9,228 | $6,760 | - Total property and equipment, net, increased by $2.468 million from December 31, 2024, to June 30, 2025[149] Note 10. Goodwill and Intangibles This note details changes in goodwill and intangible assets, which increased due to the Qualitas acquisition Goodwill Changes (in thousands) | Metric | Amount | | :-------------------------------- | :------- | | Balance at December 31, 2024 | $506,038 | | Increase from acquisitions | $48,845 | | Change related to foreign currency translations | $3,267 | | Balance at June 30, 2025 | $558,150 | Total Intangible Assets, Net (in thousands) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :-------------- | :-------------- | | Indefinite-lived intangible assets | $17,405 | $17,405 | | Finite-lived intangible assets, net | $102,094 | $92,915 | | Total intangible assets, net | $119,499 | $110,320 | - Amortization expense for intangibles was $11.468 million for the six months ended June 30, 2025[151] Note 11. Fair Value Measurements This note discusses fair value measurements for financial instruments, particularly contingent consideration liabilities - Contingent consideration liability related to the Qualitas acquisition was $13.126 million as of June 30, 2025[157] - Remeasurement expense for the Qualitas earnout was $1.1 million for the six months ended June 30, 2025[155] - The Bonaccord earnout was fully earned and paid by January 24, 2025[154] Note 12. Debt Obligations This note details the company's debt obligations, including a $325.0 million Term Loan and a $52.5 million Revolver Facility Debt Obligations, Net (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :------------------ | | Revolver facility, net | $49,650 | $(3,308) | | Term loan, net | $323,371 | $323,091 | | Total debt obligations, net | $373,021 | $319,783 | - Total debt obligations, net, increased by $53.2 million from December 31, 2024, to June 30, 2025[159] - Interest expense incurred was $12.5 million for the six months ended June 30, 2025, an increase from the prior year[164] Note 13. Related Party Transactions This note outlines various related party transactions, including receivables from Funds and advisory services - Total accounts receivable from Funds (related parties) was $37.5 million as of June 30, 2025[168] - Advisory fees earned from Enhanced PC were $7.1 million for the six months ended June 30, 2025[169] - The Crossroads Advisory Agreement was terminated on December 23, 2024, and a new Clifford Advisory Agreement was entered into[176] Note 14. Commitments and Contingencies This note details the company's commitments, including operating leases, earnout payments, and revenue share arrangements Operating Lease Liabilities (in thousands) | Metric | Amount | | :-------------------------------- | :------- | | Operating lease right-of-use assets | $25,339 | | Operating lease liabilities | $30,259 | | Weighted-average remaining lease term | 6.61 years | | Weighted-average discount rate | 5.25% | - The WTI acquisition earnout balance was $35.0 million as of June 30, 2025, with a $6.5 million expense reversal recorded[183] - Accrued contingent liabilities for revenue share arrangements were $13.7 million as of June 30, 2025[186][187] Note 15. Income Taxes This note explains the company's income tax provision and effective tax rates Worldwide Effective Income Tax Rate | Period | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Effective Tax Rate | 24.71% | 15.60% | 31.76% | 30.24% | - The decrease in effective tax rate for 2025 was mainly due to lower pre-tax income and increased stock-based compensation tax benefits[190][289][290] - As of June 30, 2025, the Company has recorded a $12.8 million valuation allowance against deferred tax assets[194] Note 16. Stockholders' Equity This note details the company's stockholders' equity, focusing on stock incentive plans and compensation expenses - As of June 30, 2025, there are 7,886,673 shares available for grant under the 2021 Stock Incentive Plan[199] - Unrecognized stock-based compensation expense for stock options was $28.6 million, expected to be recognized over 2.79 years[202] Stock-Based Compensation Expense (in thousands) | Award Type | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock Options | $2,700 | $5,000 | $2,500 | $5,300 | | RSAs | $200 | $400 | $100 | $200 | | RSUs (excluding Bonaccord, Executive Transition, Market Units) | $3,700 | $7,200 | $2,600 | $5,200 | | Bonaccord Units | $3,700 | $3,700 | $100 | $100 | | Executive Market Units | $700 | $1,400 | $700 | $1,400 | | Total (approx) | $11,000 | $17,700 | $6,000 | $12,200 | Note 17. Earnings Per Share This note provides the reconciliation of basic and diluted Earnings Per Share (EPS) for common stock Basic and Diluted EPS | Metric | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic earnings per share | $0.03 | $0.07 | $0.06 | $0.11 | | Diluted earnings per share | $0.03 | $0.07 | $0.06 | $0.10 | - Diluted EPS for both Class A and Class B shares was $0.03 for the three months and $0.07 for the six months ended June 30, 2025[220] - 8.4 million and 7.8 million options were excluded from diluted EPS calculations for the respective three and six-month periods as they were anti-dilutive[220] Note 18. Segment Reporting This note confirms that the company operates as a single operating segment - The Company operates as a single operating segment, with performance evaluated based on consolidated net income and total assets[113][114][221] - No individual client constituted more than 10% of total revenues for the periods presented[222] - As of June 30, 2025, 78% of the Company's long-lived assets were in the United States and 22% were in Spain[225] Note 19. Subsequent Events This note discloses subsequent events, including a quarterly dividend and an increased share repurchase authorization - On August 5, 2025, the Board declared a quarterly cash dividend of $0.0375 per share[233] - An additional $25.0 million was authorized for the share repurchase program on August 5, 2025[233] - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, but its effects are considered a non-recognized subsequent event[196] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management provides its perspective on the company's financial condition, results of operations, and market trends - P10 is a leading multi-asset class private market solutions provider across private equity, venture capital, and private credit[239] - The business is influenced by market conditions and regulatory policies but continues to see demand for alternative investments[247] Business Overview The company operates as a multi-asset class private market solutions provider across three core solution areas - P10 provides specialized private market solutions including primary fund of funds, secondary investment, and direct investment[239] - PCS includes impact assets of $4.3 billion, supporting investments in over 1,000 projects and businesses[241] Assets Under Management (AUM) and Fee-Paying AUM (FPAUM) as of June 30, 2025 (in billions) | Solution | AUM | FPAUM | | :-------------------------- | :---- | :------ | | Private Equity Solutions (PES) | $23.9 | $16.9 | | Venture Capital Solutions (VCS) | $10.6 | $6.6 | | Private Credit Solutions (PCS) | $7.4 | $5.4 | Sources of Revenue Revenue is primarily derived from long-term, fixed-fee management and advisory contracts - The majority of revenues are generated through long-term, fixed-fee management and advisory contracts[243][252] - Other revenue sources include subscriptions, consulting agreements, interest income, and referral fees[255] FPAUM by Investment Vehicle as of June 30, 2025 (in billions) | Investment Vehicle | FPAUM | | :-------------------------- | :---- | | Primary Investment Funds | $15.6 | | Direct and Co-Investment Funds | $10.7 | | Secondary Investment Funds | $2.6 | Trends Affecting Our Business Key market trends influencing the business include accelerating demand for private markets and favorable market dynamics - Accelerating demand for private markets solutions is driven by shifting public markets and increasing investor allocations[248] - Favorable lower and lower-middle market dynamics provide attractive investment opportunities[248] - International expansion and new asset classes are key growth drivers, but political uncertainty and regulatory burdens pose risks[249] Key Financial & Operating Metrics This section defines key financial and operating metrics, including revenue recognition and operating expenses - Revenues are primarily from recurring management and advisory fees, typically fixed for 10-15 year fund lives[252] - Compensation and benefits are the largest operating expense, expected to rise with headcount growth[257] - FPAUM reflects assets from which management and advisory fees are earned and is not affected by market fluctuations[262] Results of Operations This section analyzes financial performance, covering changes in revenues, expenses, and net income Key Financial Performance (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $72,704 | $71,076 | $140,371 | $137,191 | | Total operating expenses | $54,971 | $54,237 | $111,412 | $108,253 | | Income from operations | $17,733 | $16,839 | $28,959 | $28,938 | | Net income | $4,200 | $7,390 | $8,896 | $12,633 | - Total revenues increased by 2% for both periods, driven by higher management and advisory fees[265][266][269] - Net income decreased by 43% for the three months and 30% for the six months, primarily due to increased other expenses[264][287][288] FPAUM Fee-Paying Assets Under Management (FPAUM) increased by $2.6 billion, driven by capital raised and acquisitions FPAUM Roll-Forward (in millions) | Metric | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :-------------------------- | :--------------------------- | :--------------------------- | | Balance, Beginning of Period | $26,320 | $25,677 | | Acquisitions | $980 | $980 | | Capital raised | $1,424 | $2,609 | | Capital deployed | $504 | $753 | | Scheduled fee base stepdowns | $(88) | $(463) | | Expiration of fee period | $(346) | $(762) | | Balance, End of period | $28,875 | $28,875 | - FPAUM increased by $2.6 billion to $28.9 billion for the three months ended June 30, 2025[294] Non-GAAP Financial Measures This section introduces non-GAAP measures, including Adjusted Net Income (ANI) and Fee-Related Earnings (FRE) - ANI, FRR, and FRE are non-GAAP measures used to assess performance, profitability, and cash flow from core operations[297] - Adjustments to GAAP net income for FRE include depreciation, amortization, stock-based compensation, and non-recurring expenses[298][301] Fee-Related Earnings (FRE) and Adjusted Net Income (ANI) (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income | $4,200 | $7,390 | $8,896 | $12,633 | | Fee-Related Earnings (FRE) | $35,378 | $33,565 | $66,065 | $64,306 | | Adjusted Net Income (ANI) | $26,731 | $28,750 | $50,190 | $54,149 | Financial Position, Liquidity and Capital Resources This section discusses the company's financial position, liquidity, and capital resources Selected Statements of Financial Position (in thousands) | Metric | June 30, 2025 | December 31, 2024 | $ Change | % Change | | :-------------------------------- | :-------------- | :------------------ | :------- | :------- | | Cash and cash equivalents (incl. restricted cash) | $34,214 | $68,115 | $(33,901) | (50)% | | Goodwill and other intangibles | $677,649 | $603,627 | $74,022 | 12% | | Total assets | $932,165 | $869,275 | $62,890 | 7% | | Debt obligations | $373,021 | $319,783 | $53,238 | 17% | - Cash and cash equivalents decreased by $33.9 million, primarily due to share repurchases and the Qualitas acquisition[303] - The company has a $325.0 million Term Loan and a $175.0 million Revolving Credit Facility, and was in compliance with all debt covenants[305][307][308] Off Balance Sheet Arrangements The company does not engage in any off-balance sheet arrangements that expose it to unreflected liabilities - The Company does not invest in any off-balance sheet vehicles or engage in activities that expose it to unreflected liabilities[316] Critical Accounting Policies and Estimates This section outlines critical accounting policies requiring significant management judgment - Key estimates include current expected credit losses for receivables, with significant judgment applied to certain advisory agreements[320][321] - Revenue recognition for management and advisory fees involves estimates for variable consideration and significant financing components[322][325] - Accrued compensation and benefits include acquisition-related earnouts which require evaluation of probability of achievement[329][330] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to market risks, including interest rate, credit, and exchange rate risk - P10 is exposed to price risk, interest-rate risk, financing risk, liquidity risk, and counterparty risk[336] - A hypothetical 100-basis point increase in interest rates would increase interest expense by approximately $3.3 million annually[339] - Foreign currency exchange rate movements impact fees and expenses, but a 10% Euro decline is not expected to be material[341] Item 4. Controls and Procedures This section confirms the effectiveness of disclosure controls and procedures as of June 30, 2025 - Management concluded that disclosure controls and procedures were effective as of June 30, 2025[344] - The operating results of the Qualitas acquisition will be omitted from the internal control assessment for the year ended December 31, 2025[345] PART II - OTHER INFORMATION Item 1. Legal Proceedings This section refers to Note 14 for information regarding legal proceedings - Information on legal proceedings is incorporated by reference from 'Contingencies' in Note 14[348] - The Company does not believe any ongoing claims will result in losses materially in excess of amounts already recognized[188] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the annual report on Form 10-K - No material changes from the risk factors previously disclosed in the annual report on Form 10-K for the year ended December 31, 2024[349] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides details on the company's share repurchase activity for the quarter ended June 30, 2025 Share Repurchase Activity for Q2 2025 | Period | Total Shares Purchased | Weighted Average Price Paid per Share | | :-------------------------- | :--------------------- | :------------------------------------ | | April 1 - 30, 2025 | — | $0 | | May 1 - 31, 2025 | 1,194,000 | $11.50 | | June 1 - 30, 2025 | 1,307,083 | $9.57 | | Total | 2,501,083 | $10.49 | - As of June 30, 2025, $129.7 million has been spent on share repurchases, with $2.3 million remaining for authorized repurchases[350] - An additional $25.0 million was authorized for repurchases on August 5, 2025[350] Item 5. Other Information No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated during the last fiscal quarter - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by the Company or its officers/directors[351] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including employment agreements and certifications - Exhibits include employment agreements for Amanda Coussens and Mark Hood, and certifications from the CEO and CFO[354] - XBRL Instance Document, Taxonomy Extension Schema Document, and Cover Page Interactive Data File are also filed[354] Signatures This section contains the signatures of the Chief Executive Officer and Chief Financial Officer certifying the report - The report is signed by the Chief Executive Officer and Chief Financial Officer on August 8, 2025[357]