The Company leases office space and various equipment under non-cancelable operating leases, with the longest lease expiring in 2036. These lease agreements provide for various renewal options. Rent expense for the various leased office space and equipment was approximately $1.3 million and $2.7 million for the three and six months ended June 30, 2025, respectively, and $1.1 million and $2.1 million for the three and six months ended June 30, 2024, respectively.

The Company leases an insignificant amount of office equipment under non-cancelable financing leases, with the longest lease expiring in 2028. The finance lease right-of-use asset is included in right-of-use assets and the finance lease liability is included in lease liabilities in the Consolidated Balance Sheets. Amortization and interest expense for the finance leased equipment is included in general, administrative, and other in the Consolidated Statements of Operations.


Operating lease right-of-use assets	$	25,339
Operating lease liabilities	$	30,259
Net cash paid during the six months ended June 30, 2025 for operating lease liabilities	$	253
Weighted-average remaining lease term (in years)		6.61
Weighted-average discount rate		5.25	%

The future contractual lease payments as of June 30, 2025 are as follows:


2025	$	1,342
2026		5,294
2027		5,647
2028		5,265
2029		5,957
Thereafter		14,462
Total undiscounted lease payments		37,967
Less imputed interest		(7,708	)
Total operating lease liabilities	$	30,259

With the acquisition of WTI, an earnout payment of up to $70.0 million of cash and common stock may be earned upon meeting certain performance metrics. Upon the achievement of $20.0 million, $22.5 million, and $25.0 million of EBTIDA, $35.0 million, $17.5 million, and $17.5 million are earned, respectively. Of the total amount, $50.0 million can be earned by the sellers and the remaining $20.0 million would be allocated to employees of the Company at the time the earnout is earned. Payment to both sellers and employees is contingent on continued employment and, therefore, these earnout payments are recorded as compensation and benefits expense on the Consolidated Statements of Operations. Payments will be made in cash, with the option to pay up to 50.0% in units of P10 Intermediate, no later than 90 days following the last day of the calendar quarter in which a milestone payment is achieved. Total payments will not exceed $70.0 million and any amounts paid will be paid by October 2027. The Company will evaluate whether each earn-out hurdle is probable of occurring and recognize an expense over the period the hurdle is expected to be achieved. As of December 31, 2024, the Company expected the first two of three EBITDA hurdles to be achieved. As of June 30, 2025, the first hurdle has been achieved, however the Company does not expect the second or third EBITDA hurdles to be achieved. The change in estimate for the second EBITDA hurdle resulted in a reversal of expense recognized for the three and six months ended June 30, 2025, $6.5 million and $3.5 million, respectively, while for the three and six months ended June 30, 2024, $3.1 million and $6.1 million of expense was recognized, respectively, which is included in compensation and benefits in the Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, the balance was $35.0 million and $38.5 million, respectively, which is included in accrued compensation and benefits in the Consolidated Balance Sheets. No payments have been made on the earnout but payment for the achievement of the first hurdle is expected to be made at the end of September 2025.

In connection with the acquisition of WTI, certain employees entered into employment agreements. As part of these employment agreements, certain employees may receive a one-time bonus payment if the employee is employed by the Company as of the fifth anniversary of the effective date and the trailing-twelve month EBITDA of WTI at that time is equal to or greater than $20.0 million. Payment can be made in cash or stock of P10, provided that no more than $5.0 million will be payable in cash. Total payment will not exceed $10.0 million and any amounts will be paid in October 2027, the fifth anniversary of the effective date. For the three and six months ended June 30, 2025, the Company recognized $0.5 million and $1.0 million of expense, respectively, and for the three and six months ended June 30, 2024, $0.5 million and $1.0 million was recognized, respectively, which is included in compensation and benefits on the Consolidated Statements of Operations. As of June 30, 2025 and December 31, 2024, the balance was $5.4 million and $4.4 million, respectively, and is included in accrued compensation and benefits in the Consolidated Balance Sheets.

The Company recognizes accrued contingent liabilities and contingent payments to customers assets in the Consolidated Balance Sheets for agreements that exist between ECG and third party customers. The agreements require ECG to share in certain revenues earned with the third parties and also include an option for the third parties to sell back the revenue share to ECG at a set multiple. Additionally, ECG holds the option to buy back 50% of the revenue share at a set multiple. Both options are not exercisable until a certain period of time has lapsed per the agreements. The Company’s contingent liabilities and corresponding contingent payments to customers are recognized once determined to be probable and estimable. The contingent payments to customers are amortized and recorded within management and advisory fees on the Consolidated Statements of Operations over the estimated term of the revenue share agreements. As of June 30, 2025, the Company has determined that the put options are probable of being exercised and have accrued estimated contingent liabilities and contingent payments to customers. As of June 30, 2025 and December 31, 2024, the associated liabilities were $13.7 million and $13.8 million, respectively, and are included in accrued contingent liabilities on the Consolidated Balance Sheets. The associated contingent payments to customers assets were $9.7 million and $10.0 million as of June 30, 2025 and December 31, 2024, respectively. The Company recognized $0.2 million and $0.3 million of amortization of contingent payments to customers for the three and six months ended June 30, 2025, respectively, and $0.3 million and $0.7 million of amortization of contingent payments to customers for the three and six months ended June 30, 2024, respectively, which is included in management and advisory fees on the Consolidated Statements of Operations. The Company will reassess each period and recognize all changes.

On December 23, 2024, the Company became a guarantor for Clifford GP on a related put option and call option with the same third party customers and terms. The Company would be required to settle either the put or call options if either are exercised and Clifford GP does not have the means to settle themselves. The Company records accrued contingent liabilities when it is probable and estimable that the Company would need to settle as guarantor. As of June 30, 2025 and December 31, 2024, the associated liabilities were $10.4 million and $10.1 million, respectively, and are included in accrued liabilities on the Consolidated Balance Sheets. There was $0 and $0.3 million of expense for the three and six months ended June 30, 2025, respectively, and no expense recognized for both the three and six months ended June 30, 2024, which was included in other income on the Consolidated Statements of Operations. The Company will reassess each period and recognize all changes.

We may be involved, either as plaintiff or defendant, in a variety of ongoing claims, demands, suits, investigations, tax matters and proceedings that arise from time to time in the ordinary course of our business. We evaluated all potentially significant litigation, government investigations, claims or assessments in which we are involved and disclosed anything more likely than not to be recognized below, if any are applicable. We do not believe that any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any.