UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

Ridgepost Capital, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Notice of Annual Meeting of Stockholders

Annual Meeting Information

Agenda for the Meeting

These proposals are more fully described in the Proxy Statement following this Notice.

Voting Information

The Board of Directors recommends that you vote (i) FOR the election of each of the director nominees, (ii) FOR the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the Proxy Statement, (iii) 1 YEAR, on an advisory basis, as the frequency of future advisory votes to approve the compensation of our named executive officers; and (iv) FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2026 fiscal year.

Along with the attached Proxy Statement, we are sending you a copy of our 2025 Annual Report on Form 10-K.

The Board of Directors has fixed the close of business on April 20, 2026 as the record date for the Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at the Annual Meeting. A list of the stockholders of record as of the close of business on April 20, 2026 will be available for inspection by any of our stockholders for any purpose germane to the Annual Meeting during normal business hours at our principal executive offices, 2699 Howell Street, Suite 1000, Dallas, Texas 75204, beginning on June 8, 2026 and at the Annual Meeting.

Stockholders are cordially invited to attend the Annual Meeting in person. Regardless of whether you plan to attend the Annual Meeting, please mark, date, sign and return the enclosed proxy, or vote by internet or telephone, to ensure that your shares are represented at the Annual Meeting.

By Order of the Board of Directors,

Luke A. Sarsfield III

Luke A. Sarsfield III

Chairman of the Board and CEO

April 30, 2026

Ridgepost Capital, Inc.

Proxy Statement

Table of Contents

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

June 18, 2026

About the Meeting

What is the date, time and place of the Annual Meeting?

Ridgepost Capital, Inc.’s 2026 Annual Stockholders’ Meeting (the “Annual Meeting”) will be held on Thursday, June 18, 2026 beginning at 9:00 a.m., local time, at the offices of Herbert Smith Freehills Kramer, 1177 Avenue of the Americas, New York, New York 10036.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting on the cover page of this Proxy Statement, consisting of (1) the election of three directors; (2) the advisory vote to approve the compensation of our named executive officers; (3) the advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers; (4) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2026 fiscal year; and (5) any other matters that properly come before the meeting.

What are the voting rights of the holders of our common stock?

Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.

Each share of our Class B common stock entitles its holder to ten votes on all matters to be voted on by stockholders generally. As a result, the holders of our Class B common stock currently have approximately 80% of the combined voting power of our common stock.

Holders of Class B common stock may elect to convert shares of Class B common stock on a one-for-one basis into Class A common stock at any time.

Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as set forth in our amended and restated certificate of incorporation or as otherwise required by applicable law.

Who is entitled to vote at the meeting?

Only stockholders of record at the close of business on April 20, 2026, the record date for the meeting, are entitled to receive notice of and to participate in the Annual Meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares you held on that date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. As of the record date, there were 78,216,084 shares of Class A common stock outstanding and 31,260,504 shares of Class B common stock outstanding, all of which are entitled to be voted at the Annual Meeting. Whether or not you plan to attend the meeting, we encourage you to fill out and return the proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.

A list of stockholders will be available at our headquarters at 2699 Howell Street, Suite 1000, Dallas, Texas 75204 for a period of ten days prior to the Annual Meeting and at the Annual Meeting itself for examination by any stockholder for any purpose germane to the Annual Meeting.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares of Class A common stock or Class B common stock are registered directly in your name with the Company’s transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares of Class A common stock or Class B common stock are held in an account at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee (each, a “broker”), then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that broker. The broker holding your

account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that broker on how to vote the shares held in your account. Those instructions are contained in a “voting instruction form.”

Who can attend the Annual Meeting?

All stockholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting. Please also note that if you hold your shares in “street name” (that is, through a broker), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date to attend the Annual Meeting, and you will need to bring a signed proxy from your broker in order to vote your shares at the Annual Meeting.

What constitutes a quorum?

A majority of the combined voting power of the common stock outstanding and entitled to vote at the Annual Meeting, present or represented by proxy at the meeting, will constitute a quorum for the transaction of business. As of the record date, there were 78,216,084 shares of Class A common stock outstanding and 31,260,504 shares of Class B common stock outstanding, all of which are entitled to be voted at the Annual Meeting, and therefore holders of common stock representing 195,410,563 combined voting power will constitute a quorum.

What vote is required to approve each item?

The inspector of election for the Annual Meeting will determine the number of shares of common stock represented at the meeting, the existence of a quorum and the validity and effect of proxies, and will count and tabulate votes and determine the results. Abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting for purposes of determining a quorum. The Annual Meeting may be adjourned for any or no reason (and may be recessed if a quorum is not present or represented) from time to time by a majority of the combined voting power of the common stock present or represented by proxy and entitled to vote at the Annual Meeting. In addition, whether or not a quorum is present, the Annual Meeting may be adjourned or recessed for any or no reason from time to time by the chair person of the meeting.

The table below describes the vote requirements and the effect of abstentions and broker non-votes, as prescribed under our bylaws, the rules of the New York Stock Exchange and Delaware law, for the election of directors and the approval of the other items on the agenda for the Annual Meeting.

* A broker non-vote occurs when a broker submits a proxy but does not vote on a proposal because it is not a “routine” item under NYSE rules and the broker has not received voting instructions from the beneficial owner of the shares. Proposal 1, 2, and 3 are non-routine matters and may not be voted on by your broker absent specific voting instructions from you. If your broker does not receive specific voting instructions from you, a "broker non-vote" will occur for these proposals. Proposal 4 is a routine matter and your broker may vote without your instructions on this proposal in their discretion; therefore, no broker non-votes are expected for Proposal 4.

**Approval of any particular frequency requires the affirmative vote of a majority of the combined voting power of the shares of common stock present at the meeting in person or by proxy and entitled to vote. Because this Proposal has four choices, it is possible that no choice will receive a majority of the combined voting power. If no choice receives a majority of the combined voting power, our Board of Directors will consider the choice that receives the highest number of votes as the choice supported by our stockholders.

What are the Board’s recommendations?

Our Board of Directors recommends a vote: (i) FOR the election of each of the director nominees, (ii) FOR the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement, (iii) 1 YEAR, on an advisory basis, as the frequency of future advisory votes to approve the compensation of our named executive officers and (iv) FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2026 fiscal year.

Unless contrary instructions are indicated on the enclosed proxy, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth below) will be voted in accordance with these recommendations, and in accordance with the recommendation of our Board of Directors, on all other matters as may properly come before the Annual Meeting.

How do I vote?

If you are a holder of record (that is, if your shares are registered in your own name with our transfer agent), you may vote using the enclosed proxy card. Voting instructions are provided on the proxy card contained in the proxy materials. Holders of record may vote their shares by regular mail, by phone at 1-866-402-3905, online at www.FCRvote.com/RPC, or in person at the Annual Meeting. Online and telephone proxy voting are available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 17, 2026.

If you are a street name holder (that is, if you hold your shares through a broker), you must vote in accordance with the voting instruction form provided by your broker. The availability of telephone or internet voting will depend upon your broker’s voting process.

If you attend the Annual Meeting, you can vote in person. If you are a street name holder and wish to vote at the meeting, you must first obtain a proxy from your broker authorizing you to vote.

Can I change my vote or revoke my proxy?

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the vote at the Annual Meeting by:

If you hold your shares in street name, follow the instructions that you receive from your broker if you wish to change your vote.

Who pays for costs relating to the proxy materials and Annual Meeting of Stockholders?

We bear all expenses in connection with the solicitation of proxies. In addition to solicitations by mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation in addition to their regular salaries and compensation. We will request banks, brokers and other holders of record to forward copies of the proxy materials to persons for whom they hold shares of our common stock and to request authority for the execution of proxies. We will, upon their request, reimburse these parties for their reasonable expenses. We have retained InvestorCom, LLC to aid in the solicitation of proxies at an estimated cost of $5,000 plus reimbursable out-of-pocket expenses.

Proposal 1:

Election of Directors

Composition of our Board of Directors

Our Board of Directors currently has nine members, six of whom are independent directors. Our amended and restated certificate of incorporation and bylaws classify our Board of Directors into three classes of directors, serving staggered three-year terms of office. Directors designated as Class II directors have terms expiring at this Annual Meeting. Directors up for election at this Annual Meeting may be elected to a new three-year term expiring in 2029. Directors designated as Class III directors have terms expiring at our 2027 Annual Meeting of Stockholders. Directors designated as Class I directors have terms expiring at our 2028 Annual Meeting of Stockholders.

On October 20, 2021, the Company entered into a controlled company agreement (as amended on May 16, 2023 and December 19, 2024, the “Controlled Company Agreement”) with RCP Advisors 2, LLC and RCP Advisors 3, LLC (together, "RCP Advisors") and certain of their affiliates (collectively, the “RCP Group”) and TrueBridge Capital Partners LLC and certain of its affiliates (the “TrueBridge Group”) and other parties thereto. Under the Controlled Company Agreement subject to certain specified limitations and exceptions, (i) so long as the RCP Group and any of its permitted transferees continue to collectively hold a combined voting power of at least 5% of the shares of common stock outstanding immediately following the Company's initial public offering, the Company will include in its slate of nominees one director designated by the RCP Group and (ii) so long as the TrueBridge Group and any of its permitted transferees continue to collectively hold a combined voting power of at least 5% of the shares of common stock outstanding immediately following the Company's initial public offering, the Company will include in its slate of nominees one director designated by the TrueBridge Group.

The following nominees have been selected by the Nominating and Corporate Governance Committee and approved by the Board for submission to our stockholders, each to serve a three-year term expiring at the annual meeting of our stockholders in 2029 and until such director's successor shall have been duly elected and qualified (or, if earlier, such director's disqualification, removal or resignation):

Background information about each director nominee recommended by the Board and other directors serving unexpired terms is set forth below.

Nominees for Election as Class II Directors at the Annual Meeting

Continuing Class III Directors (Term Expires 2027)

Continuing Class I Directors (Term Expires 2028)

Vote Required

Each Class II director will be elected by a plurality of the votes cast at the Annual Meeting (assuming a quorum is present). The three nominees for Class II director receiving the highest number of affirmative votes will be elected.

Each of the foregoing nominees has consented to be named in this Proxy Statement and agreed to serve as a director if elected. Our Board of Directors has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, if any nominee should be unable to serve or will not serve, then the shares represented by proxies received will be voted for another nominee selected by our Board of Directors. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting.

Corporate Governance

Independent Directors

Our Board of Directors has determined that each of Mr. Barnes, Ms. Benford, Mr. Blewitt, Ms. Glassman, Mr. Gwilliam, and Mr. Stewart are “independent” as defined under the rules of the NYSE. In making this determination, the Board of Directors considered the relationships that each of Mr. Barnes, Ms. Benford, Mr. Blewitt, Ms. Glassman, Mr. Gwilliam, and Mr. Stewart have with our Company and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence, including ownership interests in our Company and, in the case of certain of our independent directors, the transactions described in the section titled "Certain Relationships and Related Person Transactions."

In addition to the satisfaction of the director independence requirements set forth in the rules of the NYSE, members of the Audit and Compensation Committees have also satisfied separate independence requirements under the current standards imposed by the SEC and the NYSE rules for audit committee and compensation committee members.

We are a “controlled company” under the rules of the NYSE by virtue of the Controlled Company Agreement, and therefore qualify for, but do not intend to rely on, exemptions from the requirements that our Board of Directors consist of a majority of independent directors, that we establish a Compensation Committee consisting solely of independent directors and that our director nominees be selected or recommended by independent directors.

Board Leadership Structure

Mr. Sarsfield has served as both our Chairman and Chief Executive Officer since June 2024. The Company has concluded that separate roles of Chairman and Chief Executive Officer are not necessary, given that each of the Company's strategies has its own fully developed management team. At this time, we believe that this leadership structure is the most appropriate one for the Company and its stockholders. We believe that it is in the best interests of our stockholders for the Board to review and make a determination regarding the separation or combination of these roles each time it elects a new Chairperson or appoints a Chief Executive Officer.

Lead Independent Director and Meetings of Non-Management and Independent Directors

Tracey Benford has served as the lead independent director since June 2024. As lead independent director, Ms. Benford presides over all Board meetings when the Chairman is not present and meetings of the non-management and independent directors held in executive session. The lead independent director, working with committee chairpersons, sets agendas and leads the discussion of regular meetings of the Board outside the presence of management, provides feedback regarding these meetings to the Chairman, and otherwise serves as a liaison between the independent directors and the Chairman. The lead independent director is also responsible for receiving, reviewing, and acting upon communications from stockholders or other interested parties when those interests should be addressed by a person independent of management.

In order to promote open discussion and communication among the non-management directors, the non-management directors meet in executive session at least annually. The independent directors also meet in executive session at least once each year.

Board Qualifications

Our Board expects directors to:

The Nominating and Corporate Governance Committee evaluates the composition of our Board to assess whether the skills, experience, characteristics and other criteria established by our Board are currently represented on our Board as a whole, and in individual directors. Our Board of Directors and the Nominating and Corporate Governance Committee actively seek to achieve a Board membership that

collectively possesses a broad range of skills, expertise, industry and other relevant business knowledge, and other experience useful to the effective oversight of the Company's business.

The Nominating and Corporate Governance Committee reviews the qualifications of director candidates and incumbent directors in light of the criteria established by our Board and recommends the Company’s candidates to our Board for election by the Company’s stockholders at the applicable Annual Meeting. We believe our Board is well positioned to provide effective oversight and strategic advice to our management.

Board Risk Oversight

The Board's role in risk oversight of the Company is consistent with our leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company's risk exposure, and the Board and its committees providing oversight in connection with these efforts. Management is responsible for assessing and managing the Company’s exposure to various risks on a day-to-day basis, which responsibilities include the conduct of an enterprise risk assessment of short-term, long-term and emerging risks, testing of key controls and procedures, and creation of appropriate risk management programs and policies. Management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, we recognize that leadership and success are impossible without taking risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing our approach to risk management. While the Board’s oversight focuses on all material risks, the Board may focus more frequently on immediate areas of concern that represent significant emerging risks as identified by management.

The full Board has the ultimate oversight responsibility for the risk management process and exercises primary oversight over risks relating to long-term strategies, capital structure, significant transactions and capital expenditures, and other significant risks as identified and reported by management. The Audit Committee oversees management of risks relating to the integrity of our financial statements, enterprise risks, financial risks, information security, and legal and regulatory compliance, and is responsible for the review and approval of related-party transactions. The Compensation Committee oversees management of risks relating to CEO and executive leadership performance and compensation, employee compensation policies and practices generally, equity compensation, and non-employee director compensation. The Nominating and Corporate Governance Committee oversees management of risks relating to director independence, Board and committee composition and performance, and governance practices.

Procedures for Recommending Individuals to Serve as Directors

The Nominating and Corporate Governance Committee also considers director candidates recommended by our stockholders that are submitted in accordance with our bylaws. Any stockholder who wishes to propose director nominees for consideration by our Nominating and Corporate Governance Committee may do so at any time by submitting each proposed nominee’s name and a description of his or her qualifications for Board membership to the chair of the Nominating and Corporate Governance Committee by sending an email to CorporateSecretary@ridgepostcapital.com or in writing, c/o our Corporate Secretary, at 2699 Howell Street, Suite 1000, Dallas, TX 75204. The recommendation should contain all of the information regarding the nominee required under the “advance notice” provisions of our bylaws (which will be provided free of charge upon request by writing to our Corporate Secretary at the address listed above). The Nominating and Corporate Governance Committee evaluates director nominee proposals submitted by stockholders in the same manner in which it evaluates other director nominees.

Board Committees

Our Board of Directors has standing Audit, Compensation, and Nominating and Corporate Governance Committees.

Compensation Committee Interlocks and Insider Participation

Each of Ms. Benford, Mr. Barnes, Mr. Blewitt and Mr. Stewart served on the Compensation Committee during fiscal 2025. No member of the Compensation Committee was, at any time during fiscal 2025 or at any other time, an officer or employee of the Company, and, other than as disclosed in the section titled "Certain Relationships and Related Person Transactions", none of them had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. No executive officer of the Company has served on the Board of Directors or Compensation Committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation Committee during fiscal 2025.

Meetings and Attendance

Our Board of Directors held 5 meetings in 2025. Each of the directors attended at least 75% of the aggregate number of meetings of the Board of Directors held in 2025 and meetings held by each committee of the Board of Directors on which such director served during the period. In addition, directors are expected to attend our annual meeting of stockholders each year and all of our directors attended our 2025 annual meeting.

Director Time Commitments and Service on Other Public Company Boards.

Serving on our Board of Directors requires significant time and attention. Directors are expected to spend the time needed and meet as often as necessary to discharge their responsibilities. Directors should not serve on more than four public company boards (including our Board of Directors), other than a director who serves as our Chief Executive Officer, who should not serve on more than three public company boards (including our Board of Directors). Due to the demanding nature of service on the Audit Committee, the members of the Audit Committee may not serve on the audit committees of the boards of directors of more than two additional public companies at the same time as they are serving on the Audit Committee. Service on boards of other organizations should follow the Company’s conflict of interest policies.

Corporate Governance Guidelines

As part of its ongoing commitment to good corporate governance, our Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines. These Corporate Governance Guidelines are available at: https://ir.ridgepostcapital.com/governance-documents.

Code of Conduct and Ethics

Our Code of Conduct and Ethics sets forth our standards for ethical conduct required of all our directors and employees, including executive officers, and is available at: https://ir.ridgepostcapital.com/governance-documents. We will disclose amendments of our Code of Conduct and Ethics, or waivers of certain provisions, applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or our directors, on our website identified above.

Insider Trading Policy and Prohibitions and Restrictions on Hedging and Pledging Transactions

Our Board of Directors has adopted an Insider Trading Policy that governs the purchase, sale and/or other disposition of the Company's securities by all directors, officers, and employees of the Company and its subsidiaries, their respective related persons and controlled entities, as well as the Company itself and that is reasonably designed to promote compliance with insider trading laws, rules and regulations. It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. Among other things, all persons subject to our insider trading policy are prohibited from engaging in any of the following types of transactions with respect to the Company’s securities: (i) short term trading, (ii) short sales, (iii) hedging transactions, (iv) trading on margin (including using our securities as collateral for a loan) or pledging, and (v) buying or selling puts or calls or other options or derivative securities.

Compensation Recoupment ("Clawback") Arrangements

We have adopted an Incentive-Based Compensation Clawback Policy, pursuant to which in the event the Company is required to prepare an accounting restatement due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover the amount of any incentive-based compensation, as defined in the Policy, received by current and former executive officers during the applicable recovery period (generally the prior three completed fiscal years) that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement. The Incentive-Based Compensation Clawback Policy complies with, and will be administered and interpreted consistent with, applicable NYSE rules and Section 10D of the Exchange Act.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and any person beneficially owning more than 10% of our common stock to file reports concerning their ownership of our equity securities with the SEC. Based solely on a review of the forms filed electronically with the SEC during 2025 and on written representations that no additional forms were required to be filed, we believe that, during 2025, all of our directors, executive officers, and persons who beneficially owned more than 10% of our common stock timely complied with the Section 16(a) filing requirements, other than: (i) a Form 4 filed by Alexander I. Abell on May 12, 2025 to report the sale of shares of Class A common stock, the exercise of stock options and withholding of shares for the payment of taxes thereunder, (ii) a Form 4 filed by the Thomas P. Danis, Jr. Revocable Living Trust dated March 10, 2003 on August 14, 2025 to report the sale of shares of Class A common stock, (iii) a Form 4 filed by the Jon I. Madorsky Revocable Trust dated December 1, 2008 on August 26, 2025 to report the sale of shares of Class A common stock, (iv) a Form 4 filed by Edwin A. Poston on November 24, 2025 to report the conversion of shares of Class B common stock, and (v) a Form 4 filed by Mel Williams on November 24, 2025 to report the conversion of shares of Class B common stock.

Equity Grant Policy and Procedures

We generally grant annual equity-based awards during the first quarter of our fiscal year, with the Compensation Committee approving grants to executive officers, although such timing may change from year to year. The Compensation Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation Committee. The Compensation Committee does not take into account material nonpublic information in determining the timing or terms of equity-based awards, and we have not timed the disclosure of material nonpublic information based on equity grant dates or for the purpose of affecting the value of executive compensation.

Communications with the Board of Directors

You may communicate with our Board of Directors by writing to our Corporate Secretary at Ridgepost Capital, Inc., 2699 Howell Street, Suite 1000, Dallas, Texas 75204. The Corporate Secretary will deliver these communications to the Board of Directors or the specified director, as the case may be, if they relate to appropriate and substantive corporate or Board of Directors matters. Communications that are of a commercial or frivolous nature, or otherwise inappropriate for the Board’s consideration, will not be forwarded to the Board of Directors.

Executive Officers

The names, ages and positions held by the current executive officers of the Company are presented below.

Luke A. Sarsfield III—see biographical information in “Proposal 1: Election of Directors—Continuing Class III Directors (Term to Expire 2027)—Luke A. Sarsfield III.”

Amanda Coussens is the Company’s Executive Vice President and Chief Financial Officer. Prior to becoming the Company’s Chief Financial Officer in January 2021, Ms. Coussens served as Chief Financial Officer and Chief Compliance Officer of PetroCap LLC from October 2017 to December 2020; as a contract Chief Financial Officer for Aduro Advisors LLC from March 2016 to November 2017; and as Chief Financial Officer of White Deer Energy LLC from June 2014 to March 2016. Prior to this time, Ms. Coussens served as the SEC Reporting Director for a publicly traded asset manager, The Edelman Financial Group, Director of Accounting for a large family office and Controller for Tudor, Pickering, Holt & Co. Ms. Coussens started her career as an audit manager at Grant Thornton for publicly traded companies in the financial institutions and services, energy and hospitality industries. She is a licensed CPA in Texas. Ms. Coussens is an Independent Director for Granite Ridge Resources, (NYSE: GRNT), a publicly traded energy company, and serves as the Chairwoman of the Audit Committee and member of the Conflicts, Environmental, Social and Governance and Compensation Committees. She is also a Board Member of the Texas Chapter of the Private Equity CFO Association. She is a member of several leadership communities, including the Young President’s Organization (YPO) and the CNBC CFO Council. Ms. Coussens holds a BBA, Summa Cum Laude, in Accounting from University of Houston-Downtown, and is a licensed CPA in the state of Texas.

Mark Hood is the Company’s Executive Vice President and Chief Administrative Officer, a position he has served in since February 2024. Prior to that, he served as the Company’s Executive Vice President of Operations and Director of Investor Relations from February 2023 until February 2024, and as Director of Investor Relations from October 2021 until February 2023. Prior to joining Ridgepost, Mr. Hood was chief operating officer at Bespoke Partners, a leading executive search firm serving the private equity industry, from January 2021 to August 2021. Before that, Mr. Hood worked at GlobalScape, Inc. (NYSE American: GSB), a software company, serving as chief operating officer from January 2020 until August 2020, as Executive Vice President of Operations from May 2019 until December 2019 and as Vice President of Operations from August 2018 until May 2019. Prior to GlobalScape, Mr. Hood served in various roles at Crossroads Systems, Inc., a data software and hardware firm, from January 2013 until August 2018, including most recently as Executive Vice President from August 2017 until August 2018. Mr. Hood holds MS in Technology Commercialization from The University of Texas at Austin, McCombs School of Business and a BA in Marketing from Sam Houston State University. On March 17, 2026, Mr. Hood notified the Company that he will be retiring as the Company's Executive Vice President and Chief Administrative Officer effective as of May 31, 2026.

Sarita Jairath is the Company's Executive Vice President and Global Head of Client Solutions, a position she has served in since September 2024. She is responsible for the strategy and execution of Ridgepost’s organic growth opportunities by deepening and expanding global investor relationships, product development, and augmenting the market positioning of Ridgepost and its affiliated managers. Ms. Jairath joined Ridgepost from Blackstone, where she was served in multiple roles from 2019 to 2024. She served as a Managing Director within Blackstone’s Real Estate Institutional Client Solutions team. In her role, she led capital raising and investor relations efforts for Blackstone Real Estate Debt Strategies. Additionally, she was Global Co-Head of Blackstone’s Diverse Professionals Network and served on the Firmwide DEI Executive Committee. Prior to joining Blackstone, Sarita worked at Seix Investment Advisors, where she was a Managing Director overseeing investor relations and marketing activities for the firm’s Leveraged Finance platform. Before joining Seix, she was an Executive Director at J.P. Morgan Private Bank, overseeing Credit Manager Research. Prior to J.P. Morgan, Sarita worked at Goldman Sachs as a Vice President within the Capital Markets group of the Investment Management Division. Ms. Jairath currently serves on the Pediatric Council for Hospital for Special Surgery. Ms. Jairath holds a MBA from Columbia Business School and a BBA in Finance and Marketing from Emory University.

Richard J. (Arjay) Jensen is the Company’s Executive Vice President and Head of M&A and Strategy, a position he has served in since February 2024. Prior to joining Ridgepost, Mr. Jensen held a variety of roles in investment banking, focusing on M&A and other strategic and corporate finance transactions for financial services companies, including serving as managing director at Goldman, Sachs & Co. on the Financial Institutions Group’s M&A team from 2021 to 2023, as managing director at Guggenheim Securities in the Financial Institutions Group of from 2014 until 2021 and as managing director of Financial Advisory at Perella Weinberg Partners from 2009 to 2014. Mr. Jensen holds a MBA from Duke University, where he was a Fuqua Scholar, and a BA in Economics from the University of Michigan.

Director Compensation

The Compensation Committee has primary responsibility for reviewing the form and amounts of non-employee director compensation arrangements. In considering director compensation, the Compensation Committee is guided by the following principles:

Arrangements in effect during 2025 provided that each non-employee director receive an award of Ridgepost Capital restricted stock on the date of our annual meeting of stockholders with a value (based on the closing price of our common stock on the grant date) calculated as follows: (i) $185,000 for each non-employee member of the Board; (ii) an additional $50,000 for the lead independent director; and (iii) an additional $15,000 for each Committee Chair (each, a “Director Restricted Stock Award”). Director Restricted Stock Awards vest and become nonforfeitable in full on the earlier of (i) the first anniversary of the grant date and (ii) the date of the Company’s next annual meeting of stockholders that is at least 50 weeks after the grant date. The terms of Director Restricted Stock Awards also provide for (i) cancellation and forfeiture of unvested shares of restricted stock in their entirety upon termination of service as a non-employee director for any reason other than death or disability and (ii) full acceleration of vesting upon death or disability. We also reimburse non-employee directors for all reasonable expenses incurred in connection with attendance at Board and Board committee meetings. Our policy is to not pay director compensation to directors who are also our employees.

The following table sets forth information regarding the compensation earned or received by each of our non-employee directors during fiscal year 2025.

Executive Compensation

Compensation Discussion and Analysis

Our executive officers whose compensation is discussed in this compensation discussion and analysis (this "CD&A") and to whom we refer to as our named executive officers in this CD&A ("NEOs") are:

* In March 2026, Mr. Hood notified the Company that he would be retiring as the Company's Executive Vice President and Chief Administrative Officer effective as of May 31, 2026.

While the principal purpose of this CD&A is to review the compensation of our NEOs, many of the programs discussed apply to other members of senior management. This CD&A should be read together with the compensation tables and related disclosures set forth below.

Philosophy and Objectives

Our executive compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable Ridgepost Capital to meet its growth and profitability objectives.

Although Ridgepost Capital is a publicly traded company, our businesses operate a broad and diverse portfolio of private asset management strategies that we believe will be best managed if we successfully attract and retain senior executives with client-focused and growth-oriented backgrounds, attitudes and aspirations. When working to recruit and retain our executive officers and other senior leaders, we compete not only with other public companies, but also with privately held asset management and advisory firms, private equity and venture capital firms, and other financial institutions. We structure our executive compensation program so that we can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and equity-based and carried interest components.

Our compensation program is designed to recognize and reward both Company and individual performance. A significant portion of total compensation is delivered through equity ownership and carried interest awards, creating a direct link between the compensation realized by our NEOs, shareholder value, and returns generated for our clients. The primary objectives of our executive compensation are as follows:

We maintain the following compensation practices that reflect our pay-for-performance compensation philosophy:

Compensation-Setting Process

When establishing initial compensation packages upon an executive’s hire or promotion, we follow a flexible approach and make decisions based on a variety of factors particular to a given executive’s situation, including our firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the individual executive, comparative market data, internal equity considerations, the location of the executive, compensation levels available to the individual in alternative opportunities, and other factors we deem relevant at the time. Each individual component of a given NEO’s compensation is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation holdings are also considered.

We do not follow a strictly arithmetic approach to establishing compensation levels and measuring and rewarding performance, as we believe these approaches often fail to adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given period, we may have multiple objectives, and these objectives, and their relative importance, often change as the competitive and strategic landscapes shift, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, we have historically avoided the use of strict formulas in our compensation practices and rely primarily on a discretionary approach.

In its annual review of each NEO’s pay package, prior to making specific decisions related to any particular element of compensation, the Committee typically considers the following factors:

For purposes of comparing our executive compensation program against the competitive market, the Committee evaluates the compensation of our NEOs against those in similar positions at comparable companies. The Committee does not use a single method or measure in making its compensation decisions, nor does it position compensation levels based upon a specific level relative to a peer group or other companies. Nonetheless, the pay practices at comparable companies are an important factor that the Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace.

Roles and Responsibilities

The Committee has primary responsibility for establishing the compensation of our NEOs. For each of our NEOs, all compensation decisions referred to throughout this CD&A have been made by the Committee, based in part on recommendations from our Chief Executive Officer (except with respect to his own compensation).

Our Chief Executive Officer participates in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In early 2025, Mr. Sarsfield met with the Committee and reviewed projections for aggregate 2025 compensation, including salary levels, target bonus levels and target equity and carried interest award values. In late 2025 and early 2026, Mr. Sarsfield met with the Committee and discussed his views of corporate and individual executive officer performance for 2025 for Mses. Coussens and Jairath and Messrs. Hood and Jensen, and his recommendations for annual bonuses and equity and carried interest awards for those NEOs. Following these discussions, the Committee met in executive session to discuss their views of corporate and individual performance for 2025 for Mr. Sarsfield and Mr. Sarsfield’s recommendations for the other NEOs. After consideration of the recommendations and their own evaluations, the Committee ultimately approved annual bonus and equity and carried interest award amounts for each NEO.

In establishing a given executive officer’s compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories, outstanding carried interest holdings and applicable executive employment agreement terms are also reviewed and taken into account. Each individual executive’s situation is evaluated on a case-by-case basis each year, considering a variety of relevant factors at that time.

In addition, in 2025, the Committee engaged Johnson Associates, Inc. (“JA”) to provide comparative market data in connection with the Committee’s own analysis of its compensation practices, but neither JA nor any other compensation consultant had any material role in determining or recommending the amount or form of executive compensation for 2025.

Compensation Elements

The compensation packages for our NEOs have primarily consisted of an annual base salary, annual bonuses, and long-term incentives in the form of equity and carried interest awards. We believe this structure provides an appropriate balance between fixed and variable (at-risk) compensation and between short-term and long-term incentives, with a strong emphasis on sustained growth and enhanced stockholder value.

Base Salary

Base salary is a fixed component of compensation for each of our NEOs and has as its purpose to provide competitive compensation to attract and retain executive talent and to serve as a secure base of guaranteed cash for services rendered. We typically negotiate a new executive officer’s starting salary based on prior compensation levels for the particular position within the Company, the location of the executive, salary levels of other executives within the Company, salary levels available to the individual in alternative opportunities, reference to select compensation survey information and the extent to which the Company desires to secure the executive’s services. Once established, salaries can increase based on a number of factors, including the assumption of additional responsibilities, internal equity, periodic market checks and other factors that demonstrate a NEO’s increased value to the Company. None of the base salaries of our NEOs were adjusted during 2025.

Annual Incentive Bonus

Our annual incentive bonus program provides an important incentive tool to achieve the Company’s annual objectives. We generally pay bonuses shortly after year-end following finalization of the financial results for the year in question. The target annual bonus payable to each of our NEOs is set forth in their respective employment agreements. The determination of actual bonus amounts is based on an assessment of factors that vary from year to year, including a discretionary assessment of Company and individual performance. In determining individual annual bonus amounts, the Committee considers a variety of factors regarding the Company’s overall performance, such as growth in revenue, earnings and profitability over the prior year, performance against the Company’s plan, and achievement of strategic objectives by the Company, as well as an individual’s performance and contribution to the Company. The Committee does not quantify the weight given to any specific element or otherwise follow a formulaic calculation; however, Company performance tends to be the dominant driver of the ultimate bonus amount.

For 2025 bonuses specifically, the Committee considered a variety of factors, including, among others, successful business plan execution and year-over-year growth in, and performance against the Company’s plan with respect to, fee-related earnings, fee-paying assets under management, fee-related revenue, and adjusted net income per share; successful completion of enhanced audit procedures and development of and execution on our risk management plan; execution of strategic initiatives, including further development of the Company’s business development function and client relationships, increased cross-platform collaboration and leveraging of technology and data, ongoing product innovation across geographies and asset classes, realization of operational efficiencies, and improved M&A origination, tracking and execution, including the closing of our acquisition of Qualitas Funds and the integration of Qualitas with the Company’s business; and corporate governance and control improvements. While these were the primary factors considered in setting bonus award amounts, the Committee also considered each NEO’s role and responsibilities, the relative contributions made by each NEO during the year, and the relative size of the bonuses paid to the other NEOs. Based on a holistic assessment of these factors, the Committee awarded annual incentive bonuses for 2025 as set forth below.

Annual incentive bonuses are paid in cash, although in the first quarter of each year, we offer our NEOs and certain other employees the right to elect to receive restricted stock units (“RSUs”) in lieu of a portion of their cash bonus for that year, with the total aggregate value of

cash foregone not to exceed $5,000,000. The RSUs elected to be received have a value (based on the closing price of our common stock on the grant date) equal to 1.15 times the amount of cash bonus foregone, and the RSUs vest fully on the first anniversary of the grant date.

The following table sets forth the 2025 annual incentive bonus awarded to each of our NEOs; the actual amount paid to each NEO, consisting of the dollar amount paid in cash and the value of RSUs granted; and the target bonus amount set forth in their respective employment agreements.

Long-Term Incentive Compensation

Our NEOs are each eligible to receive long-term incentive compensation consisting of awards under our 2021 Stock Incentive Plan, and carried interest awards in investment vehicles controlled by the Company. The target long-term incentive compensation payable to each of our NEOs is set forth in their respective employment agreements.

Equity Incentive Awards.

We believe that stock ownership shapes behavior and that providing a meaningful portion of an executive officer's compensation in stock-based awards aligns their incentives with stockholder interests in a manner that drives better performance over time.

Prior to 2025, the Committee utilized a mix of stock options and RSUs as the principal form of equity compensation. During 2025, after considering various factors, including the current prevalence among public company equity compensation programs of RSUs over stock options, the Committee determined to utilize primarily RSUs as the form of equity compensation for the NEOs and other employees generally for 2025 compensation and subsequent years.

In February 2026, the Committee approved grants of RSUs to our NEOs in respect of Company and individual performance in 2025. The annual long-term equity compensation awards for each NEO were based on the same factors as the annual incentive awards, as well as the Committee's view of market compensation generally, and the dilutive impact of equity awards. The following table sets forth the value of the RSUs granted to our NEOs (based on the closing price of our common stock on the grant date), and the annual target values set forth in their respective employment agreements. The RSUs will vest, for Mr. Sarsfield, ratably on the first, second, third, and fourth anniversaries of the grant date, and for the other NEOs, on the first anniversary of the grant date. Each equity award is subject to accelerated vesting in connection with certain qualifying terminations, as described in the section titled “Potential Payments Upon Termination or Change in Control”.

While the RSU awards granted to our NEOs in February 2026 related to performance in 2025, in accordance with SEC disclosure rules, the grant date values of these awards have not been included in the “Summary Compensation Table for 2025” or the “Grants of Plan Based Awards in 2025” in this proxy statement; we expect to include them in the respective tables in our proxy statement filed in 2027.

We have adopted a dividend equivalent bonus program which provides that holders of RSUs that do not by their terms provide for dividend equivalent rights are eligible to receive a cash bonus in an amount equal to the dividends that are paid on the shares of our common stock underlying the outstanding RSUs, whether or not vested. Payment of this cash bonus is made on or after the date on which a dividend is paid to holders of our Class A common stock, provided that the recipient remains in employment or other service on the date of payment.

Carried Interest Awards.

The Company and/or certain executives and employees receive an allocation of performance-based fees, commonly referred to as “carried interest,” from limited partners in certain investment funds and separately managed accounts for which certain of our affiliates act as investment adviser and/or general partner or managing member. The carried interest may be allocated to certain employees from time to time, including our NEOs, as a form of long-term incentive compensation, fostering alignment of interest with our clients and investors, which contributes to our overall company performance and growth. Carried interest awards held by our NEOs may be subject to a range of vesting conditions, including continued employment (generally, over 4 years), thus serving as an important employment retention mechanism, and may include forfeiture upon occurrence of certain specified events post-termination, thus serving as a mechanism to enforce post-employment restrictive covenants. Each carried interest award is subject to accelerated vesting upon retirement and in connection with certain qualifying terminations, as described in the section titled “Potential Payments Upon Termination or Change in Control”.

In February 2026, the Committee approved annual carried interest awards to our NEOs in respect of Company and individual performance in 2025. The annual carried interest awards for each NEO were based on the same factors as the annual incentive awards, as well as the Committee’s consideration of the appropriate mix between stock-based and carried interest awards, and the aggregate value of carried interest then available for allocation to the Company’s employees. The following table sets forth the estimated targeted future value of carried interest awarded to each NEO for 2025, and the annual target value set forth in their respective employment agreements.

Cash distributions received in 2025, 2024 and 2023 attributable to carried interest awards previously made to our NEOs are reflected in the “All Other Compensation” column of the Summary Compensation Table.

Other Compensation

Our NEOs do not participate in any deferred compensation or retirement program other than our 401(k) plan, which is generally open to all employees in the United States. We contribute 3% of compensation, as defined in the 401(k) plan, up to limits set by the Internal Revenue Service (the "IRS"), and employees can contribute a percentage of their eligible earnings, subject to annual contribution limits set by the IRS. Except as reflected in the "All Other Compensation" column of the Summary Compensation Table below, we generally do not offer perquisites or personal benefits to our NEOs that are not otherwise available to all of our employees.

Accounting and Tax Considerations

We consider the tax treatment and accounting implications when making compensation decisions. However, the tax treatment and accounting implications are not the primary basis upon which our compensation decisions are made and are only secondary considerations to ensuring that our compensation decisions further our overall executive compensation philosophy. As a result, the compensation received by our NEOs may not be fully tax deductible or may have adverse accounting consequences.

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed it with Company management. In reliance on its review and the discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company's 2025 Annual Report on Form 10-K and this proxy statement.

THE COMPENSATION COMMITTEE

Tracey Benford, Chair

Travis Barnes

Stephen Blewitt

Robert Stewart, Jr.

Summary Compensation Table

The following table sets forth the compensation earned for the periods indicated by our named executive officers.

Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards to each of our named executive officers during the year ended December 31, 2025.

Outstanding Equity Awards at December 31, 2025

The following table provides information regarding outstanding stock options and RSU awards held by our named executive officers at December 31, 2025. The market value of RSU awards is based on the closing market price for our common stock ($9.81) on December 31, 2025, the last business day of our fiscal year.